Certain Related Matters. (a) For purposes of this Section 5, all offers, bids, acceptances and counteroffers must be in writing, in a form which is firm and binding and solely for United States Dollars in cash payable in a lump sum. (b) For purposes of this Section 5, to the extent there exists more than one CIB Shareholder or Inmex Shareholder, (i) the CIB Shareholders or the Inmex Shareholders, as the case may be, shall be required to act unanimously, and (ii) any obligation of the CIB Shareholders or the Inmex Shareholders shall be the joint and several obligation of each of the CIB Shareholders or each of the Inmex Shareholders, respectively. (c) All sales and transfers made pursuant to this Section 5 shall be consummated as soon as practicable following the acceptance or deemed acceptance of an offer or bid, and each Shareholder agrees to take all actions necessary to conclude such sales and transfers as contemplated hereunder. (d) In the event that the Inmex Shareholders either elect or are required to purchase any Restricted Shares pursuant to this Section 5 at a time when one or more of them would not be permitted by applicable law to hold such additional Restricted Shares, the Inmex Shareholders shall (i) be required to purchase all such Restricted Shares that any of them may legally purchase, and (ii) within nine months after the acceptance or deemed acceptance of the related offer or bid and to the extent permitted by applicable law, either cause a third party to acquire all such remaining Restricted Shares or establish a satisfactory trust arrangement that would permit the Inmex Shareholders to hold a beneficial interest in all such remaining Restricted Shares. (e) During the pendency of any Impasse or the procedures set forth in this Section 5, the Parties shall cooperate to continue the operations of the Company and the Subsidiaries in the ordinary course of business. (f) Any Impasse may be terminated at any time by written agreement of all CIB Shareholders and Inmex Shareholders. (g) No Change Of Control after the occurrence of an Impasse shall relieve any guarantor hereunder or any Designated Guarantor of any requirement to guarantee (whether directly or, in the case of the KO Guarantee or the Emprex Guarantee, indirectly through Inmex’s guarantee pursuant to Section 8.3 hereof or CIB’s guarantee pursuant to Section 8.1 hereof, as the case may be) any obligation under this Section 5 of any Person who was a CIB Shareholder or an Inmex Shareholder immediately prior to such Change of Control; provided, however, that this Section 5.3
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Sources: Shareholders Agreement
Certain Related Matters. (a) For purposes of this Section 5, all offers, bids, acceptances and counteroffers must be in writing, in a form which is firm and binding and solely for United States Dollars in cash payable in a lump sum.
(b) For purposes of this Section 5, to the extent there exists more than one CIB Shareholder or Inmex Shareholder,
(i) the CIB Shareholders or the Inmex Shareholders, as the case may be, shall be required to act unanimously, and (ii) any obligation of the CIB Shareholders or the Inmex Shareholders shall be the joint and several obligation of each of the CIB Shareholders or each of the Inmex Shareholders, respectively.
(c) All sales and transfers made pursuant to this Section 5 shall be consummated as soon as practicable following the acceptance or deemed acceptance of an offer or bid, and each Shareholder agrees to take all actions necessary to conclude such sales and transfers as contemplated hereunder.
(d) In the event that the Inmex Shareholders either elect or are required to purchase any Restricted Shares pursuant to this Section 5 at a time when one or more of them would not be permitted by applicable law to hold such additional Restricted Shares, the Inmex Shareholders shall (i) be required to purchase all such Restricted Shares that any of them may legally purchase, and (ii) within nine months after the acceptance or deemed acceptance of the related offer or bid and to the extent permitted by applicable law, either cause a third party to acquire all such remaining Restricted Shares or establish a satisfactory trust arrangement that would permit the Inmex Shareholders to hold a beneficial interest in all such remaining Restricted Shares.
(e) During the pendency of any Impasse or the procedures set forth in this Section 5, the Parties shall cooperate to continue the operations of the Company and the Subsidiaries in the ordinary course of business.
(f) Any Impasse may be terminated at any time by written agreement of all CIB Shareholders and Inmex Shareholders.
(g) No Change Of Control after the occurrence of an Impasse shall relieve any guarantor hereunder or any Designated Guarantor of any requirement to guarantee (whether directly or, in the case of the KO Guarantee or the Emprex Guarantee, indirectly through Inmex’s guarantee pursuant to Section 8.3 hereof or CIB’s guarantee pursuant to Section 8.1 hereof, as the case may be) any obligation under this Section 5 of any Person who was a CIB Shareholder or an Inmex Shareholder immediately prior to such Change of Control; provided, however, that this Section 5.35.3(g) shall not be construed to affect any Guarantee of any obligation other than those contained in this Section 5; and provided, further, that any such Guarantee of such obligations contained in this Section 5 shall terminate to the full extent provided by Section 8 hereof upon fulfillment of all procedures set forth in Section 5.2 hereof or earlier termination of such Impasse. Each of CIB and Inmex agrees that, during the pendency of any Impasse or the procedures set forth in this Section 5, it shall not permit to occur a CIB Shareholder Change Of Control or an Inmex Shareholder Change Of Control, respectively, and each of the Shareholders agrees that it shall not Transfer any of its Restricted Shares during such time period.
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