Common use of Deposit of CPOs Clause in Contracts

Deposit of CPOs. Subject to the terms and conditions of this Deposit Agreement, CPOs may be deposited by (i) electronic transfer of CPOs through Indeval to the account of the Custodian maintained for such purposes, or (ii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such CPOs to be transferred to such account, in any case accompanied by delivery to the Custodian of any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications, payments and evidence of such payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing such deposited CPOs. If required by the Depositary, CPOs presented for deposit at any time, whether or not the transfer books of the CPO Trust (or the appointed agent of the CPO Trust for transfer and registration of CPOs) are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend or right to subscribe for additional Shares or CPOs or to receive other property which any person in whose name the CPOs are or have been registered may thereafter receive upon or in respect of such deposited CPOs, or, in lieu thereof, such agreement of indemnity or other agreements shall be satisfactory to the Depositary, and (ii) if the CPOs are registered in the name of the person on whose behalf they are deposited, a proxy or proxies entitling the Custodian to vote such deposited CPOs for any and all purposes until the CPOs are registered in the name of the Custodian or its nominee. At the request, risk and expense of any holder of CPOs, and for the account of such holder, the Depositary may receive evidence that CPOs have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such CPOs to the account of the Custodian, together with the other documents and payments herein specified, for the purpose of forwarding such CPOs to the Custodian for deposit hereunder. Upon electronic transfer to the Custodian of CPOs to be deposited hereunder, or delivery to the Custodian of irrevocable instructions therefor, together in either case with the other documents and payments herein specified, the Custodian shall, as soon as practicable, obtain confirmation of registration of, or registration of transfer of, the CPOs being deposited in the name of the Custodian or its nominee, at the cost and expense of the holder making such deposit. Deposited Securities (other than CPOs) shall be held by the Depositary, or by the Custodian for the account and to the order of the Depositary, at such place or places as the Depositary shall determine. Neither the Depositary nor the Custodian will lend CPOs or Deposited Securities held hereunder.

Deposit of CPOs. Subject to the terms and conditions of this Deposit Agreement, CPOs may be deposited by (i) electronic transfer of CPOs through Indeval delivery thereof to the account of the any Custodian maintained for such purposeshereunder, or (ii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such CPOs to be transferred to such account, in any case accompanied by delivery to the Custodian of any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications, payments and evidence of such payments certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for order, the number of American Depositary Shares representing such deposited CPOsdeposit. No CPO shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in Mexico that is then performing the function of the regulation of currency exchange. If required by the Depositary, CPOs presented for deposit at any time, whether or not the transfer books of the CPO Trust (Company or the appointed agent of the CPO Trust for transfer and registration of CPOs) Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend in respect of such CPOs, or right to subscribe for additional Shares or CPOs or to receive other property which any person in whose name the CPOs are or have been registered recorded may thereafter receive upon or in respect of such deposited CPOsShares, or, or in lieu thereof, such agreement of indemnity or other agreements agreement as shall be reasonably satisfactory to the Depositary. The Depositary may refuse to accept for deposit any CPOs that the Depositary believes to be Restricted Securities. The Depositary may, and (ii) if but is not obligated, to require, an opinion of recognized counsel in the United States upon which the Depositary may rely, in determining whether or not any CPOs are registered in the name Restricted Securities. The Depositary will comply with written instructions of the person on whose behalf they are deposited, a proxy or proxies entitling Company not to accept for deposit hereunder any CPOs identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Custodian to vote such deposited CPOs for any and all purposes until the CPOs are registered in the name of the Custodian or its nomineeCompany’s compliance with U.S. securities laws. At the request, request and risk and expense of any holder of person proposing to deposit CPOs, and for the account of such holderperson, the Depositary may receive evidence that CPOs have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such CPOs to the account of the Custodianbe deposited, together with the other documents and payments instruments herein specified, for the purpose of forwarding such CPOs to the Custodian for deposit hereunder. Upon electronic transfer each delivery to the a Custodian of CPOs to be deposited hereunder, or delivery to the Custodian of irrevocable instructions therefor, together in either case with the other documents and payments herein specifiedspecified above, the such Custodian shall, as soon as practicabletransfer and recordation can be accomplished, obtain confirmation present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of registration of, or registration of transfer of, the CPOs being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, at the cost and expense of the holder making such deposit. Deposited Securities (other than CPOs) shall be held by the Depositary, Depositary or by the a Custodian for the account and to the order of the Depositary, Depositary or at such other place or places as the Depositary shall determine. Neither the Depositary nor the Custodian will lend CPOs or Deposited Securities held hereunder.

Deposit of CPOs. Subject to the terms and conditions of this Deposit Agreement, CPOs may be deposited by (i) electronic transfer of CPOs through Indeval delivery thereof to the account of the any Custodian maintained for such purposeshereunder, or (ii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such CPOs to be transferred to such account, in any case accompanied by delivery to the Custodian of any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications, payments and evidence of such payments certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for order, the number of American Depositary Shares representing such deposited CPOsdeposit. No CPO shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in Mexico that is then performing the function of the regulation of currency exchange, if applicable. If required by the Depositary, CPOs presented for deposit at any time, whether or not the transfer books of the CPO Trust (Company or the appointed agent of the CPO Trust for transfer and registration of CPOs) Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend in respect of such CPOs, or right to subscribe for additional Shares or CPOs or to receive other property which any person in whose name the CPOs are or have been registered recorded may thereafter receive upon or in respect of such deposited CPOs, or, or in lieu thereof, such agreement of indemnity or other agreements agreement as shall be reasonably satisfactory to the Depositary. The Depositary may refuse to accept for deposit any CPOs that the Depositary believes to be Restricted Securities. The Depositary may, and (ii) if but is not obligated to, require an opinion of recognized counsel in the United States upon which the Depositary may rely, in determining whether or not any CPOs are registered in the name Restricted Securities. The Depositary will comply with reasonable written instructions of the person on whose behalf they are deposited, a proxy or proxies entitling Company not to accept for deposit hereunder any CPOs identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Custodian to vote such deposited CPOs for any and all purposes until the CPOs are registered in the name of the Custodian or its nomineeCompany’s compliance with U.S. securities laws. At the request, request and risk and expense of any holder of person proposing to deposit CPOs, and for the account of such holderperson, the Depositary may receive evidence that CPOs have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such certificates for CPOs to the account of the Custodianbe deposited, together with the other documents and payments instruments herein specified, for the purpose of forwarding such CPOs CPO certificates to the Custodian for deposit hereunder. Upon electronic transfer each delivery to the a Custodian of a certificate or certificates for CPOs to be deposited hereunder, or delivery to the Custodian of irrevocable instructions therefor, together in either case with the other documents and payments herein specifiedspecified above, the such Custodian shall, as soon as practicabletransfer and recordation can be accomplished, obtain confirmation present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of registration of, or registration of transfer of, the CPOs being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, at the cost and expense of the holder making such deposit. Deposited Securities (other than CPOs) shall be held by the Depositary, Depositary or by the a Custodian for the account and to the order of the Depositary, Depositary or at such other place or places as the Depositary shall determine. Neither the Depositary nor the Custodian will lend CPOs or Deposited Securities held hereunder.

Deposit of CPOs. Subject to the terms and conditions of this Deposit Agreement, CPOs may be deposited by (i) electronic transfer of CPOs through Indeval to the account of the Custodian maintained for such purposes, or (ii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such CPOs to be transferred to such account, in any case accompanied by delivery to the Custodian of any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications, payments and evidence of such payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and together together, with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing such deposited CPOs. If required by the Depositary, CPOs presented for deposit at any time, whether or not the transfer books of the CPO Trust (Company or the appointed agent of the CPO Trust for transfer and registration of CPOs) Receipt Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend in respect of such CPOs, or right to subscribe for additional Shares or CPOs or to receive other property which any person in whose name the CPOs are or have been registered may thereafter receive upon or in respect of such deposited CPOs, or, in lieu thereof, such agreement of indemnity or other agreements shall be satisfactory to the Depositary, and (ii) if the CPOs are registered in the name of the person on whose behalf they are deposited, a proxy or proxies entitling the Custodian to vote such deposited CPOs for any and all purposes until the CPOs are registered in the name of the Custodian or its nominee. At the request, risk and expense of any holder of CPOs, and for the account of such holder, the Depositary may receive evidence that CPOs have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such CPOs to the account of the Custodian, together with the other documents and payments herein specified, for the purpose of forwarding such CPOs to the Custodian for deposit hereunder. Upon electronic transfer to the Custodian of CPOs to be deposited hereunder, or delivery to the Custodian of irrevocable instructions therefor, together in either case with the other documents and payments herein specified, the Custodian shall, as soon as practicable, obtain confirmation of registration of, or registration of transfer of, the CPOs being deposited in the name of the Custodian or its nominee, at the cost and expense of the holder making such deposit. Deposited Securities (other than CPOs) shall be held by the Depositary, or by the Custodian for the account and to the order of the Depositary, at such place or places as the Depositary shall determine. Neither The Depositary will not deliver CPOs, except upon the Depositary nor receipt and cancellation of Receipts or in a surrender to the Custodian will lend CPOs or Deposited Securities held hereunderCompany in a transaction covered by Section 4.08.

Deposit of CPOs. Subject to the terms and conditions of this Deposit Agreement, CPOs or evidence of rights to receive CPOs may be deposited by (i) electronic transfer of CPOs through Indeval delivery thereof to the account of the any Custodian maintained for such purposeshereunder, or (ii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such CPOs to be transferred to such account, in any case accompanied by delivery to the Custodian of any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications, payments and evidence of such payments certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order order, a Receipt or Receipts for the number of American Depositary Shares representing such deposited CPOsdeposit. No CPO shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary (which may be an opinion of recognized counsel in the United States for the Issuer upon which the Depositary may rely) that any necessary approval has been granted by any governmental body in Mexico which is then performing the function of the regulation of currency exchange. If required by the Depositary, CPOs presented for deposit at any time, whether or not the transfer books of the CPO Trust (Issuer or the appointed agent of the CPO Trust for transfer and registration of CPOs) Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend dividend, or right to subscribe for additional Shares or CPOs or to receive other property which any person in whose name the CPOs are or have been registered recorded may thereafter receive upon or in respect of such deposited CPOs, or, or in lieu thereof, such agreement of indemnity or other agreements agreement as shall be satisfactory to the Depositary. The Depositary may refuse to accept for deposit any CPOs that the Depositary believes to be Restricted Securities. The Depositary may, and (ii) if but is not obligated, to require, an opinion of recognized counsel in the United States for the Issuer upon which the Depositary may rely, in determining whether or not any CPOs are registered in the name Restricted Securities. The Depositary will comply with written instructions of the person on whose behalf they are deposited, a proxy or proxies entitling Issuer not to accept for deposit hereunder any CPOs identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Custodian to vote such deposited CPOs for any and all purposes until the CPOs are registered in the name of the Custodian or its nomineeIssuer’s compliance with U.S. securities laws. At the request, request and risk and expense of any holder of person proposing to deposit CPOs, and for the account of such holderperson, the Depositary may receive evidence that CPOs have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such certificates for CPOs to the account of the Custodianbe deposited, together with the other documents and payments instruments herein specified, for the purpose of forwarding such CPOs CPO certificates to the Custodian for deposit hereunder. Upon electronic transfer each delivery to the a Custodian of a certificate or certificates for CPOs to be deposited hereunder, or delivery to the Custodian of irrevocable instructions therefor, together in either case with the other documents and payments herein above specified, the such Custodian shall, as soon as practicabletransfer and recordation can be accomplished, obtain confirmation present such certificate or certificates to the CPO Trust or the Foreign Registrar, if applicable, for transfer and recordation of registration of, or registration of transfer of, the CPOs being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, at the cost and expense of the holder making such deposit. Deposited Securities (other than CPOs) shall be held by the Depositary, Depositary or by the a Custodian for the account and to the order of the Depositary, Depositary or at such other place or places as the Depositary shall determine. Neither the Depositary nor the Custodian will lend CPOs or Deposited Securities held hereunder.

Deposit of CPOs. Subject to the terms and conditions of this Deposit Agreement, the Custodian shall accept CPOs may be deposited for deposit from or on behalf of any person (subject to the terms of Section 5.09), provided that such CPOs are not Restricted Securities, by (i) electronic transfer of CPOs through Indeval to the account of the Custodian maintained for such purposes, purpose or (ii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such CPOs to be transferred to such account, in any case accompanied by delivery to the Custodian of any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications, payments and evidence of such payments as may be required by the Depositary or the Custodian in accordance with Depositary, as the provisions case may be, of this Deposit Agreement, and together with (x) a written order from the person depositing such CPOs, or on whose behalf such CPOs are deposited, directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order order, a Receipt or Receipts for the number of American Depositary Shares GDSs representing such deposited CPOs, (y) any payments required under this Deposit Agreement and (z) such documentation, certifications and agreements as the Depositary and the Company may require. If required by The Depositary and the Depositary, Custodian may refuse to accept CPOs presented for deposit at any timewhenever notified, whether as hereafter provided, that the Company or not the transfer books of the CPO Trust (Trustee has restricted transfer of such CPOs to comply with the requirements of Section 2.06 or any ownership restrictions referred to in Section 3.05 or under applicable laws. The Company shall notify the appointed agent of the CPO Trust for transfer Depositary and registration of CPOs) are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian in writing with respect to any such restrictions on transfer of any dividend or right to subscribe for additional Shares or CPOs or to receive other property which any person in whose name the CPOs are or have been registered may thereafter receive upon or in respect of such deposited CPOs, or, in lieu thereof, such agreement of indemnity or other agreements shall be satisfactory to the Depositary, and (ii) if the CPOs are registered in the name of the person on whose behalf they are deposited, a proxy or proxies entitling the Custodian to vote such deposited CPOs for any and all purposes until the CPOs are registered in the name of the Custodian or its nomineedeposit hereunder. At the request, request and risk and expense of any holder of CPOs, and for the account of such holder, the Depositary may receive CPOs to be deposited, evidence that CPOs have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such CPOs to the account of the Custodian, together with the other documents orders, instruments and payments evidence herein specified, for the purpose of forwarding such CPOs orders, instruments and evidence to the Custodian for deposit hereunder. Upon electronic As a condition of accepting CPOs for deposit, whether or not any register of holders of CPOs (or that maintained by Indeval) is closed, the Depositary may require that the person making such deposit furnish (a) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian or its nominee of any dividend or right to subscribe for additional CPOs or to be receive other property which any person in whose name the CPOs are or have been recorded may thereafter receive upon or in respect of such deposited hereunderCPOs, or delivery in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Custodian Depositary, and (b) if the CPOs are registered in the name of irrevocable instructions thereforthe person on whose behalf they are presented for deposit, together in either case with the other documents and payments herein specified, a proxy or proxies entitling the Custodian shall, as soon as practicable, obtain confirmation of registration of, to vote such deposited CPOs or registration of transfer of, the Shares underlying such CPOs for any and all purposes until the CPOs being deposited are registered in the name of the Custodian or its nominee. Upon each delivery or electronic transfer to a Custodian of CPOs (or other Deposited Securities pursuant to Section 4.03, 4.04, 4.05 or 4.09) to be deposited hereunder, together with any other documents and payments required under this Deposit Agreement, the Custodian shall, as soon as is practicable, obtain confirmation of the recordation of transfer of such CPOs (or other Deposited Securities) in the name of the Custodian or its nominee at the cost and expense of the holder person making the deposit (or for whose benefit such depositdeposit is made). Deposited Securities (other than CPOs) shall be held by or credited to the Depositary, Depositary or by the Custodian for the account and to the order of the Depositary, the Custodian or the Nominee or at such other place or places as the Depositary shall determine. The Nominee may be a Custodian or another Mexican entity entitled to act as nominee under relevant Mexican laws and regulations, provided that the Deposited Securities are kept in a segregated deposit account by the Nominee. Neither the Depositary nor the Custodian will shall lend CPOs Deposited CPOs, except to the extent provided in Section 5.14. The Depositary agrees to instruct the Custodian to place all CPOs, or other securities which are Deposited Securities, accepted for deposit under this Deposit Agreement into segregated accounts separate from any other ordinary participation certificates and other Deposited Securities of the Company that may be held hereunderby such Custodian.

Deposit of CPOs. Subject to the terms and conditions of this Deposit Agreement, CPOs may be deposited by (i) electronic transfer of CPOs through Indeval delivery thereof to the account of the any Custodian maintained for such purposeshereunder, or (ii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such CPOs to be transferred to such account, in any case accompanied by delivery to the Custodian of any appropriate instrument instruments or instruments of instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications, payments and evidence of such payments certifications as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for order, the number of American Depositary Shares representing such deposited CPOsdeposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in Mexico that is then performing the function of the regulation of currency exchange. If required by the Depositary, CPOs presented for deposit at any time, whether or not the transfer books of the CPO Trust (Company or the appointed agent of the CPO Trust for transfer and registration of CPOs) Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend in respect of such CPOs, or right to subscribe for additional Shares or CPOs or to receive other property which any person in whose name the CPOs are or have been registered recorded may thereafter receive upon or in respect of such deposited CPOsShares, or, or in lieu thereof, such agreement of indemnity or other agreements agreement as shall be satisfactory to the Depositary, and (ii) if the CPOs are registered in the name of the person on whose behalf they are deposited, a proxy or proxies entitling the Custodian to vote such deposited CPOs for any and all purposes until the CPOs are registered in the name of the Custodian or its nominee. At the request, request and risk and expense of any holder of person proposing to deposit CPOs, and for the account of such holderperson, the Depositary may receive evidence that CPOs have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such CPOs to the account of the Custodianbe deposited, together with the other documents and payments instruments herein specified, for the purpose of forwarding such CPOs to the Custodian for deposit hereunder. Upon electronic transfer each delivery to the a Custodian of CPOs to be deposited hereunder, or delivery to the Custodian of irrevocable instructions therefor, together in either case with the other documents and payments herein specifiedspecified above, the such Custodian shall, as soon as practicabletransfer and recordation can be accomplished, obtain confirmation present such certificate or certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of registration of, or registration of transfer of, the CPOs being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, at the cost and expense of the holder making such deposit. Deposited Securities (other than CPOs) shall be held by the Depositary, Depositary or by the a Custodian for the account and to the order of the Depositary, Depositary or at such other place or places as the Depositary shall determine. Neither the Depositary nor the Custodian will lend CPOs or Deposited Securities held hereunder.

Deposit of CPOs. Subject to the terms and conditions of this Deposit Agreement, the Custodian shall accept CPOs may be deposited for deposit when such deposit is made by (i) delivery of certificates therefor to the Custodian, accompanied by any appropriate instrument or instruments of transfer or endorsement, in form satisfactory to such Custodian, (ii) electronic transfer of CPOs through Indeval to the account of the Custodian maintained for such purposes, purpose or (iiiii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such CPOs to be transferred to such account, in any case accompanied by delivery to the Custodian of any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications, payments and evidence of such payments as may be required by the Depositary or the Custodian in accordance with Depositary, as the provisions case may be, of this Deposit Agreement, and together with (A) a written order order, from the person depositing such CPOs or on whose behalf such CPOs are deposited, directing the Depositary to execute and deliver to, or upon the written order of, the person or persons person stated in such order a Receipt or Receipts for the number of American Depositary Shares representing such deposited CPOs, and (B) the payments, if any, and documents required under this Deposit Agreement. If required by The Depositary and the Depositary, Custodian may refuse to accept CPOs presented for deposit at whenever notified, as hereinafter provided, that the Company or the Trustee has restricted transfer of such CPOs to comply with any timeownership restrictions referred to in Section 3.05. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its CPOs for deposit hereunder or transfer of Receipts to any Holder. At the request, risk and expense of any holder of CPOs, and for the account of such holder, the Depositary may receive CPOs to be deposited or evidence that CPOs have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such CPOs to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such CPOs, orders, instruments and evidence to the Custodian hereunder. As a condition to accepting CPOs for deposit, the Depositary may require that the person making such deposit furnish, whether or not any register of CPO holders maintained by the transfer books of the CPO Trust Trustee (or the appointed agent of the CPO Trust for transfer and registration of CPOsthat maintained by Indeval) are is closed, shall also be accompanied by (ia) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide that provides for the prompt transfer to the Custodian or its nominee of any dividend or right to subscribe for additional Shares or CPOs or to receive other property which any person in whose name the CPOs are or have been registered recorded may thereafter receive upon or in respect of such deposited CPOs, or, or in lieu thereof, thereof such agreement of indemnity or other agreements agreement as shall be satisfactory to the Depositary, and (iib) if the CPOs are registered in the name of the person on whose behalf they are depositedpresented for deposit, a proxy or proxies entitling the Custodian to vote such deposited CPOs for any and all purposes until the CPOs are registered in the name of the Custodian or its nominee. At the request, risk and expense of any holder of CPOs, and for the account of such holder, the Depositary may receive evidence that CPOs have been electronically transferred Upon each delivery or that irrevocable instructions have been given to cause the transfer of such CPOs to the account of the Custodian, together with the other documents and payments herein specified, for the purpose of forwarding such CPOs to the Custodian for deposit hereunder. Upon electronic transfer to the a Custodian of CPOs (or other Deposited Securities pursuant to Sections 4.03, 4.04, 4.05 or 4.09) to be deposited hereunder, or delivery to the Custodian of irrevocable instructions therefor, together in either case with the any other documents and payments herein specifiedrequired under this Deposit Agreement, the Custodian shall, as soon as is practicable, obtain confirmation of registration of, or registration the recordation of transfer of, the of such CPOs being deposited (or other Deposited Securities) in the name of the Custodian or its nominee, Nominee at the cost and expense of the holder person making the deposit (or for whose benefit such depositdeposit is made). Deposited Securities (other than CPOs) shall be held by the Depositary, Depositary or by the Custodian for the account and to the order of the Depositary, the Custodian or the Nominee or at such other place or places as the Depositary shall determine. The Nominee may be the Custodian or another Mexican entity entitled to act as a Nominee under relevant Mexican laws and regulations, provided that the Deposited Securities are kept in a segregated deposit account by the Nominee. Neither the Depositary nor the Custodian will shall lend CPOs or Deposited Securities held hereunderdeposited CPOs.