Common use of Encumbered MA Shares Clause in Contracts

Encumbered MA Shares. (i) Upon the cancellation of the seizure over the Encumbered MA Shares, then Xx. Xxxxxxxx shall, pursuant to the procedure mentioned in Section 3(ii) below, transfer the MA Shares to the Trust under the terms and conditions set forth in the TOSA and the Trust Agreement and the Offeror shall act according to Section 2.2(b) of the TOSA, as applicable. (ii) The possibility to transfer such MA Shares to the Trust shall be (i) offered and made available by the Offeror to all shareholders of the Company in the same terms and conditions as those described in Section 3(i) above, and will be conducted in accordance with applicable Laws in the Republic of Peru and the United States of America; and (ii) conditioned to the SMV not considering that such transfers would trigger the Offeror’s obligation to launch an “OPA posterior” under the OPA Regulations for exceeding the 25% threshold, in which case Xx. Xxxxxxxx and the Offeror shall make their best efforts to agree on the best structure for the payment of the Political Rights Consideration for the MA Shares subject to the Syndication Agreement in accordance with applicable Laws.

Encumbered MA Shares. (i) Upon the cancellation of the seizure over the Encumbered MA Shares, then Xx. Xxxxxxxx shall, pursuant to the procedure mentioned in Section 3(ii3(iii) below, transfer the MA Shares to the Trust under the terms and conditions set forth in the TOSA and the Trust Agreement and the Offeror shall act according to Section 2.2(b) of the TOSA, as applicable. (ii) The possibility to transfer such MA Shares to the Trust shall be (i) offered and made available by the Offeror to all shareholders of the Company in the same terms and conditions as those described in Section 3(i) above, and will be conducted in accordance with applicable Laws in the Republic of Peru and the United States of America; and (ii) conditioned to the SMV not considering that such transfers would trigger the Offeror’s obligation to launch an “OPA posterior” under the OPA Regulations for exceeding the 25% threshold, in which case Xx. Xxxxxxxx and the Offeror shall make their best efforts to agree on the best structure for the payment of the Political Rights Consideration for the MA Shares subject to the Syndication Agreement in accordance with applicable Laws.