Common use of Undertakings of the Company Clause in Contracts

Undertakings of the Company. (a) The Company shall include in any documentation required to be prepared by the Company in connection with any Underwritten Offering Request, including any regulatory filing, (i) the number of Class B Stock of the Company requested to be included in the Underwritten Offering by the Shareholders who have made the Underwritten Offering Request and (ii) the Class B Stock of the Company of any other Shareholders who shall have made a written request to the Company for inclusion in such Underwritten Offering (which request shall specify the maximum number of Class B Stock intended to be disposed of by such Shareholder) within 20 days after receipt of the Underwritten Offering Request Notice. (b) The Company shall, as expeditiously as possible following a Underwritten Offering Request use its reasonable best efforts to (i) effect such filings under the Argentine and United States securities laws relating to the Capital Stock of the Company which the Company has been so requested to include in the Underwritten Offering, for distribution in accordance with the intended method of disposition specified in the Underwritten Offering Request and (ii) if requested by the Shareholders of Capital Stock of the Company who have made the Underwritten Offering Request, obtain authorization in Argentina and the United States, as applicable, to effect the Underwritten Offering. In connection with the Company’s obligations under Sections 5.1 hereof, the Company will use its reasonable best efforts to permit the sale of such Company Shares by the Shareholders in accordance with the intended method or methods of distribution thereof under applicable law, as expeditiously as reasonably practicable, and in connection therewith the Company will: (i) (A) prepare the applicable required registration and/or listing documents including all exhibits and financial statements required under applicable law to be filed therewith (such documents, collectively “Filing Documents”), and such Filing Documents shall comply as to form with the requirements of the applicable form and include all financial statements required by the CNV, the BCBA or any other governmental authority, to be filed therewith and all information reasonably requested by the lead managing underwriter or sole underwriter, if applicable, to be included therein, (B) use its reasonable best efforts to not take any action that would cause the Filing Documents, taken as a whole, to contain a material misstatement or omission necessary to be included therein to make the statements, in light of the circumstances under which they were made, not misleading, and (C) cause the Filing Documents and any amendment or supplement thereto to comply in all material respects with any requirements of the Argentine and United States securities laws, as applicable. Before filing or publishing the Filing Documents, or any amendments or supplements thereto, furnish to the underwriters, if any, and to the Shareholders that made the Underwritten Offering Request covered by such Filing Documents, copies of all documents filed with an applicable regulatory authority in conformity with the requirements of any applicable law; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject; (ii) furnish to the Shareholders that made the Underwritten Offering Request and the managing underwriter or underwriters, if any, without charge, as many copies of the relevant Filing Documents, any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request in order to facilitate the sale of the Capital Stock in the manner contemplated in the Filing Document; (iii) notify the Shareholders that made the Underwritten Offering Request and the managing underwriter or underwriters, if any, as soon as reasonably practicable after notice thereof is received by the Company (i) once the Filing Documents or any amendment thereto have been filed or becomes effective or authorized for use in connection with the Underwritten Offering, (ii) of any written comments by the CNV, the BCBA or any other governmental authority any request by the CNV, the BCBA or any other governmental authority for amendments or supplements to such Filing Documents or for additional information, (iii) of the issuance by the CNV, the BCBA or any other governmental authority of any stop order suspending the effectiveness of such Filing Documents or any order preventing or suspending the use of any Filing Documents or the initiation or threatening of any proceedings for such purposes, (iv) if, at any time, any of the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in any material respect and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Capital Stock for offering or sale in any jurisdiction contemplated in the Filing Documents or the initiation or threatening of any proceeding for such purpose; (iv) use its reasonable best efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use of any Filing Document; (v) use its reasonable best efforts to cause the Capital Stock covered by the applicable Filing Documents to be approved by such governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Capital Stock; (vi) obtain for delivery to the underwriter or underwriters in the Underwritten Offering an opinion or opinions from counsel for the Company dated the date of the closing under the underwriting agreement, in customary form, scope and substance, which counsel and opinions shall be reasonably satisfactory to such underwriters; (vii) obtain for delivery to the Company and the managing underwriter or underwriters, a comfort letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably request in connection with the Underwritten Offering, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (viii) cooperate with each seller of Capital Stock and each underwriter participating in the disposition of such Capital Stock and their respective counsel in connection with any filings required to be made with the CNV, the BCBA and any other governmental authority; (ix) make available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by the majority of the Shareholders participating in the Underwritten Offering, by any underwriter participating in any disposition to be effected pursuant to such Filing Documents and by any attorney, accountant or other agent retained by such Shareholders or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Filing Documents as shall be necessary to enable them to exercise their due diligence responsibility pursuant to the requirements of applicable law; and (x) within a reasonable time prior to the filing of any Filing Document, provide copies of such document to the Shareholders participating in the Underwritten Offering and to counsel to such Shareholders and to the underwriter or underwriters of the Underwritten Offering, and fairly consider such reasonable changes in any such document prior to the filing thereof as such the counsel may timely request. (c) The rights granted under Section 5.1 are subject to the following limitations: (i) the Company shall not be required to cause more than one filing or request authorization for an Underwritten Offering within any period of 180 consecutive days; (ii) if the Board, in its good faith judgment, determines that any Underwritten Offering of Capital Stock of the Company should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or its Subsidiaries (a “Valid Business Reason”), (A) the Company may postpone any filing, request for authorization or other procedures relating to an Underwritten Offering Request until such Valid Business Reason no longer exists, but in no event for more than 90 days, and (B) in case a filing or request for authorization has been made relating to an Underwritten Offering Request, the Company may cause such filing or request to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such filing or request until such Valid Business Reason no longer exists, but in no event for more than 90 days; and the Company shall give written notice of its determination to postpone or withdraw a filing or request and of the fact that the Valid Business Reason for such postponement, withdrawal or premature termination no longer exists, in each case, promptly after the occurrence thereof; and (iii) the Company shall not be required to effect a filing or request pursuant to Section 5.1 with respect to more than three Underwritten Offering Requests under this Agreement, provided that if any Underwritten Offering is abandoned as a result of a Valid Business Reason, the Company may be required to effect an additional filing pursuant to Section 5.1. (d) Each Shareholder agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any filing or request for authorization for a Valid Business Reason pursuant to clause (c) above, such party will discontinue its disposition of Company Shares pursuant to such filing or authorization and, if so directed by the Company, will deliver to the Company all copies, other than permanent file copies, then in such party’s possession, of the offering document covering such Company Shares that was in effect at the time of receipt of such notice. (e) The Company, subject to Section 5.4, may elect to include in any filing and offering made pursuant to Section 5.1, (i) authorized but unissued Class B Stock held by the Company as treasury shares and (ii) any other Class B Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof in accordance with the terms of this Agreement; provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements entered into by the Shareholders. (f) The Company, shall pay all expenses (“Filing Expenses”) arising from or incident to any Underwritten Offerings, regardless of whether the offering is effected; provided that each Shareholder shall bear the expense of any broker’s commission or underwriter’s discount or commission relating to the registration and sale of its Company Shares and any of its legal fees, incurred in connection with a Underwritten Offering Request effected pursuant to Section 5.1. Subject to the proviso included in the immediately preceding sentence, Filing Expenses shall include, without limitation, any and all expenses incident to performance of or compliance with any registration or marketing of securities pursuant to this Article V, including without limitation, (i) the fees, disbursements and expenses of the Company’s legal counsel and accountants in connection with this Agreement and the performance of the Company’s obligations hereunder; (ii) all expenses, including filing fees, in connection with the preparation, printing and filing of any registration statement, prospectus or preliminary prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers; (iii) the cost of printing or producing any agreements among underwriters, underwriting agreements, and legal investment memoranda, any selling agreements and other documents in connection with the offering, sale or delivery of the securities to be disposed of (iv) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under securities laws, including the fees and disbursements of counsel for the underwriters in connection with such qualification; (v) all fees and expenses payable in connection with the listing of the securities on an y securities exchange or automated interdealer quotation system; (vi) any other fees and disbursements of underwriters customarily paid by the issuer of securities; and (vii) the costs and expenses of the Company relating to analyst or investor presentations or any “road shows” undertaken in connection with the marketing of the securities.

Undertakings of the Company. (a) The So long as the Deposited Shares are represented by GDRs, the Company shall include in will: 7.1 use its best endeavours to maintain, so long as any documentation GDR is outstanding, a listing for the GDRs on the [•] Stock Exchange. For that purpose the Company will pay all fees and sign and deliver all undertakings required to be prepared by the Company [•] Stock Exchange in connection with any Underwritten Offering Request, including any regulatory filing, (i) the number of Class B Stock of the Company requested to be included in the Underwritten Offering by the Shareholders who have made the Underwritten Offering Request and (ii) the Class B Stock of the Company of any other Shareholders who shall have made a written request to the Company for inclusion in such Underwritten Offering (which request shall specify the maximum number of Class B Stock intended to be disposed of by such Shareholder) within 20 days after receipt of the Underwritten Offering Request Notice. (b) The Company shall, as expeditiously as possible following a Underwritten Offering Request use its reasonable best efforts to (i) effect such filings under the Argentine and United States securities laws relating to the Capital Stock of the Company which the Company has been so requested to include in the Underwritten Offering, for distribution in accordance with the intended method of disposition specified in the Underwritten Offering Request and (ii) if requested by the Shareholders of Capital Stock of the Company who have made the Underwritten Offering Request, obtain authorization in Argentina and the United States, as applicable, to effect the Underwritten Offeringtherewith. In connection with the Company’s obligations under Sections 5.1 hereofevent that such listing is not maintained, the Company will use its best endeavours with the reasonable assistance of the Depositary (provided at the Company's expense) to obtain and maintain a listing of the GDRs on any other internationally recognised stock exchange in Europe; 7.2 use its best efforts endeavours to permit procure the appointment of a successor depositary as soon as reasonably possible following the giving of a notice of the termination of the appointment of the Depositary or the receipt of a notice of resignation from the Depositary, such appointment to take effect from the date of termination specified in such notice; 7.3 inform the Depositary if any Shares issued by it which may be deposited under Condition 1 do not, by reason of the date of issue or otherwise, rank pari passu in all respects with the other Deposited Shares and of the total number of the Company's issued and outstanding Shares upon request for such information by the Depositary to the Company and provide forthwith upon request such additional information, facilities and assistance as may reasonably be requested by the Depositary to enable it to discharge the trusts, powers, rights and duties vested in it hereunder or under the Conditions; 7.4 unless prohibited by applicable law or regulation, give its consent to, and, if requested, use all reasonable endeavours to facilitate, any distribution, sale or subscription (which, without limitation, shall not include any registration of such Company Shares distribution, sale or subscription under the Securities Act) by the Shareholders in accordance with Depositary or the intended method Holders pursuant to Condition 4, 5, 6, 7 or methods 10 (including the obtaining of distribution thereof under applicable law, as expeditiously as legal opinions from counsel reasonably practicable, satisfactory to the Depositary and in connection therewith the Company willconcerning such matters as the Depositary may reasonably specify) and subject to the penultimate paragraph of Condition 7; 7.5 to the extent reasonably practicable take such action as may be required in obtaining or filing any authorisation, consent, registration, permit or report under Condition 11.2 and Clause 8.4; 7.6 send to the Depositary (so long as any GDR is outstanding) six copies in the English language (and shall make available to the Depositary, Custodian and any Agent as many further copies as they may reasonably require to satisfy requests from Holders) of: (i) (A) prepare the applicable required registration and/or listing documents including all exhibits and financial statements required under applicable law to be filed therewith (such documents, collectively “Filing Documents”), and such Filing Documents shall comply as to form with the requirements in respect of the applicable form financial year ended on [•] 2000 and include all in respect of each financial statements required by year thereafter the CNV, the BCBA or any other governmental authority, to be filed therewith and all information reasonably requested by the lead managing underwriter or sole underwriternon-consolidated (and, if applicablepublished for holders of Shares, to be included thereinconsolidated) balance sheets as at the end of such financial year and the non-consolidated (and, (Bif published for holders of Shares, consolidated) use its reasonable best efforts to not take any action that would cause the Filing Documents, taken as a whole, to contain a material misstatement or omission necessary to be included therein to make the statements, statements of income for such financial year in light respect of the circumstances under which they were madeCompany, not misleading, and (C) cause the Filing Documents and any amendment or supplement thereto to comply in all material respects with any requirements of the Argentine and United States securities laws, as applicable. Before filing or publishing the Filing Documents, or any amendments or supplements thereto, furnish to the underwriters, if any, and to the Shareholders that made the Underwritten Offering Request covered by such Filing Documents, copies of all documents filed with an applicable regulatory authority prepared in conformity with generally accepted accounting principles in [issuer jurisdiction] and reported upon by independent public accountants selected by the requirements of any applicable law; provided that the Company will not be required to qualify generally to do business Company, as soon as practicable (and in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service event within 180 days) after the end of process in any such jurisdiction where it is not then so subject;year; and (ii) furnish to if the Shareholders that made the Underwritten Offering Request and the managing underwriter or underwritersCompany publishes semi-annual financial statements for holders of Shares, if any, without charge, as many copies such semi-annual financial statements of the relevant Filing Documents, Company as soon as practicable after the same are published and in any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request in order to facilitate event no later than three months after the sale end of the Capital Stock in the manner contemplated in the Filing Documentperiod to which they relate; (iii) notify if the Shareholders that made the Underwritten Offering Request and the managing underwriter or underwritersCompany publishes quarterly statements for holders of Shares, if any, such quarterly financial statements as soon as reasonably practicable after notice thereof the same are published, and in any event no later than one month after the end of the period to which they relate; 7.7 transmit to the Depositary and the Custodian such number of copies of any notices referred to in Condition 25 and other material (which contains information having a material bearing on the interests of Holders) furnished to holders of the Shares or other Deposited Property or such number of English translations of the originals if the originals were prepared in a language other than English, as the Depositary may reasonably request and in particular, without prejudice to the generality of the foregoing, notify the Depositary as soon as practicable after the fixing of any record date for determining the right to receive dividends or distributions; 7.8 for so long as any of the GDRs or the Shares remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, if at any time the Company is received neither subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the Exchange Act, nor exempt from such reporting requirements by complying with the information furnishing requirements of Rule 12g3-2(b) thereunder, it will supply to the Depositary such information in the English language and in such quantities as the Depositary may from time to time reasonably request, as is required to be delivered to any Holder or beneficial owner of GDRs or to any holder of Shares or prospective purchaser designated by such Holder, beneficial owner or holder pursuant to a Deed Poll executed by the Company (iin favour of such persons and the information delivery requirements of Rule 144A(d)(4) once under the Filing Documents or any amendment thereto have been filed or becomes effective or authorized for use Securities Act to permit compliance with Rule 144A in connection with resales of GDRs or Shares or interests therein in reliance on Rule 144A under the Underwritten Offering, (iiSecurities Act and otherwise will comply with the requirements of Rule 144A(d)(4) under the Securities Act; and 7.9 in the event of any written comments by the CNV, the BCBA issue of additional Shares or any of other governmental authority any request by the CNV, the BCBA securities (including rights to subscribe or any other governmental authority purchase Shares or securities convertible or exchangeable for amendments or supplements to such Filing Documents or for additional information, (iiiShares) of the issuance by the CNV, the BCBA or any other governmental authority of any stop order suspending the effectiveness of such Filing Documents or any order preventing or suspending the use of any Filing Documents or the initiation or threatening of any proceedings for such purposes, (iv) if, at any time, any of the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in any material respect and (v) of the receipt by the Company of any notification as a distribution with respect to the suspension of the qualification of the Capital Stock for offering or sale in any jurisdiction contemplated in the Filing Documents or the initiation or threatening of any proceeding for such purpose; (iv) use its reasonable best efforts to prevent or obtain the withdrawal of any stop order Deposited Shares or other order suspending the use Deposited Property represented by GDRs or a further issue of any Filing Document; (v) use its reasonable best efforts to cause the Capital Stock covered by the applicable Filing Documents Shares to be approved represented by such governmental agencies GDRs, or authorities as may be necessary further issues to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition Holders for cash of such Capital Stock; (vi) obtain for delivery to the underwriter additional Shares or underwriters in the Underwritten Offering an opinion or opinions from counsel for such other securities, the Company dated shall, at the date of the closing under the underwriting agreement, in customary form, scope and substance, which counsel and opinions shall be reasonably satisfactory to such underwriters; (vii) obtain for delivery to the Company and the managing underwriter or underwriters, a comfort letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably request in connection with the Underwritten Offering, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (viii) cooperate with each seller of Capital Stock and each underwriter participating in the disposition of such Capital Stock and their respective counsel in connection with any filings required to be made with the CNV, the BCBA and any other governmental authority; (ix) make available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by the majority of the Shareholders participating in the Underwritten Offering, by any underwriter participating in any disposition to be effected pursuant to such Filing Documents and by any attorney, accountant or other agent retained by such Shareholders or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties cost of the Company, obtain and cause all of furnish to the Depositary a written opinion from counsel in the United States, which counsel shall be satisfactory to the Depositary and the Company’s officers, directors and employees and stating whether or not the independent public accountants who have certified its financial statements circumstances of such issue are such as to make themselves it necessary for a registration statement under the Securities Act to be in effect prior to making such distribution or other issue available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Filing Documents as shall be necessary to enable them to exercise their due diligence responsibility pursuant investors or to the requirements owners of applicable law; and GDRs (xas the case may be) within a reasonable time prior to the filing of any Filing Document, provide copies of such document to the Shareholders participating in the Underwritten Offering and to counsel to such Shareholders and to the underwriter or underwriters of the Underwritten Offering, and fairly consider such reasonable changes in any such document prior to the filing thereof as such the counsel may timely request. (c) The rights granted under Section 5.1 are subject to the following limitations: (i) the Company shall not be required to cause more than one filing or request authorization for an Underwritten Offering within any period of 180 consecutive days; (ii) if the Board, in its good faith judgment, determines that any Underwritten Offering of Capital Stock of the Company should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or its Subsidiaries (a “Valid Business Reason”), (A) the Company may postpone any filing, request for authorization or other procedures relating to an Underwritten Offering Request until such Valid Business Reason no longer exists, but in no event for more than 90 days, and (B) in case a filing or request for authorization has been made relating to an Underwritten Offering Request, the Company may cause such filing or request to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such filing or request until such Valid Business Reason no longer exists, but in no event for more than 90 days; and the Company shall give written notice of its determination to postpone or withdraw a filing or request and of the fact that the Valid Business Reason for such postponement, withdrawal or premature termination no longer exists, in each case, promptly after the occurrence thereof; and (iii) the Company shall not be required to effect a filing or request pursuant to Section 5.1 with respect to more than three Underwritten Offering Requests under this Agreement, provided that if any Underwritten Offering is abandoned as a result of a Valid Business Reason, the Company may be required to effect an additional filing pursuant to Section 5.1. (d) Each Shareholder agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any filing or request for authorization for a Valid Business Reason pursuant to clause (c) above, such party will discontinue its disposition of Company Shares pursuant to such filing or authorization and, if so directed by in the Companyopinion of such counsel a registration statement is required, will deliver to the Company all copies, other than permanent file copies, then in such party’s possession, of the offering document covering such Company Shares stating that was there is a registration statement in effect at which will cover the time of receipt issuance of such notice. (e) The Company, subject to Section 5.4, may elect to include in any filing and offering made pursuant to Section 5.1, (i) authorized but unissued Class B Stock held by the Company as treasury shares and (ii) any additional Shares or other Class B Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof in accordance with the terms of this Agreement; provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements entered into by the Shareholders. (f) The Company, shall pay all expenses (“Filing Expenses”) arising from or incident to any Underwritten Offerings, regardless of whether the offering is effected; provided that each Shareholder shall bear the expense of any broker’s commission or underwriter’s discount or commission relating to the registration and sale of its Company Shares and any of its legal fees, incurred in connection with a Underwritten Offering Request effected pursuant to Section 5.1. Subject to the proviso included in the immediately preceding sentence, Filing Expenses shall include, without limitation, any and all expenses incident to performance of or compliance with any registration or marketing of securities pursuant to this Article V, including without limitation, (i) the fees, disbursements and expenses of the Company’s legal counsel and accountants in connection with this Agreement and the performance of the Company’s obligations hereunder; (ii) all expenses, including filing fees, in connection with the preparation, printing and filing of any registration statement, prospectus or preliminary prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers; (iii) the cost of printing or producing any agreements among underwriters, underwriting agreements, and legal investment memoranda, any selling agreements and other documents in connection with the offering, sale or delivery of the securities to be disposed of (iv) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under securities laws, including the fees and disbursements of counsel for the underwriters in connection with such qualification; (v) all fees and expenses payable in connection with the listing of the securities on an y securities exchange or automated interdealer quotation system; (vi) any other fees and disbursements of underwriters customarily paid by the issuer of securities; and (vii) the costs and expenses of the Company relating to analyst or investor presentations or any “road shows” undertaken in connection with the marketing of the securities.