Restrictions Relating to EPS. (a) EPS shall at the latest upon the completion of the Third Certification (as defined in the Conditions of Administration) directly hold a number of Class A Certificates which will be equal to at least 342,000,000; provided, that EPS may transfer such aggregate number of Class A Certificates in its entirety to any successor holding company that is directly or indirectly owned solely by Members and Permitted Transferees of EPS and that becomes a party to this Agreement. Subject to the preceding sentence and except as the Parties may otherwise agree in writing, EPS shall not, and shall not permit any Member or Permitted Transferee of EPS or any affiliate thereof to Transfer, or permit the Transfer other than to EPS, a Permitted Transferee or BRC of any Class A Certificates held by EPS, any Member, any Permitted Transferee or any affiliate thereof, or any Rights in respect of such Class A Certificates, or any shares or other Rights in EPS or any other Person that is a direct or indirect shareholder of EPS.
Appears in 3 contracts
Samples: Shareholders Agreement (Ambev S.A.), Shareholders Agreement (InBev Corporate Holdings Inc.), Shareholders Agreement (Anheuser-Busch InBev S.A.)
Restrictions Relating to EPS. (a) Subject to Section 8.12 hereof, EPS shall at the latest upon the completion of the Third Certification (as defined in the Conditions of Administration) directly hold a number of Class A Certificates which will be equal to at least 342,000,000; provided, provided that EPS may transfer such aggregate number of Class A Certificates in its entirety to any successor holding company that is directly or indirectly owned solely by Members and Permitted Transferees of EPS and that becomes a party to this Agreement. Subject to the preceding sentence and except as the Parties may otherwise agree in writingprevious sentence, EPS shall not, and shall not permit any Member or of Permitted Transferee of EPS or any affiliate thereof to Transfer, or permit the Transfer other than to EPS, a Permitted Transferee or BRC of any Class A Certificates held by EPS, any Member, any Permitted Transferee or any affiliate thereof, or any Rights in respect of such Class A Certificates, or any shares or other Rights in EPS or any other Person that is a direct or indirect shareholder of EPS."
Appears in 2 contracts
Samples: Shareholders Agreement (BRC S.a.R.L.), Shareholders Agreement (InBev S.A.)
