Provisions concerning the purchase of further Pirelli’s shares. The Shareholders' Agreement provides that the Parties are entitled to purchase (which expression shall be referred to any, direct or indirect - including through related parties - transfer, including transactions involving any right entailing the purchase or underwriting of) ordinary shares of Pirelli, on or off the stock exchange (each, a “Purchase”), it being understood that:
(i) the B Party shall give MTP prior notice of its intention to proceed with any Purchase in sufficient time for MTP to request - no later than the business day following receipt of the information - a consultation on the matter;
(ii) the consultation shall be called by MTP for a date no later than the second business day following the receipt of the notice referred to in (i) above;
(iii) the B Party shall participate in the consultation, when called in accordance with the above;
(iv) in the event that MTP represents, in consultation, its opposition to the Purchase to be carried out by the B Party, without prejudice to the B Party's right to proceed with the Purchase, MTP shall have the right, within three months after the date of the completion of such Purchase, to withdraw from the Shareholders’ Agreement effective as of the date of receipt by the B Party of the relevant notice of withdrawal to be sent to the B Party by certified e-mail;
(v) in the event that one of the Parties does not participate in the consultation, even if duly called, MTP's opinion on the Purchase shall be deemed to be against it, and point (iv) above shall apply. The Parties agreed in the Shareholders’ Agreement that the shares purchased by the Parties in compliance with the above shall constitute Syndicated Shares and shall be subject to the Shareholders’ Agreement .
