Common use of Competing Offers Clause in Contracts

Competing Offers. (a) In the event that a bona fide third party tender offer to acquire at least 15% of the Shares or any other Alternative Transaction (as herein defined) is commenced by any party that is not an Affiliate of either of the Principal Shareholders or the Company (a "Competing Offer"), and if the aggregate consideration per Share set forth in the Competing Offer exceeds the Offer Price (a "Higher Competing Offer"), then the Principal Shareholders may request, no earlier than three business days prior to the expiration of the Higher Competing Offer, that they be relieved of the obligation to tender their Shares to Bidder hereunder, and that they be permitted to withdraw the PS Shares from the Offer and tender the PS Shares into the Higher Competing Offer. Bidder shall grant or deny such request within 24 hours of the time the Principal Shareholders make such request. To the extent Bidder grants such consent, then the Principal Shareholders shall be permitted to withdraw the PS Shares from the Offer and tender the PS Shares into the Higher Competing Offer, and shall jointly and severally become irrevocably obligated to pay Bidder the Release Amount not later than three business days after receipt of the consideration paid in the Higher Competing Offer. For purposes of this Agreement, "Release Amount" shall be the difference between (i) the price per Share paid to the Principal Shareholders in any Higher Competing Offer and (ii) the Offer Price, multiplied by the total number of Shares sold by the Principal Shareholders in the Higher Competing Offer. (b) If Bidder does not grant its consent to permit the Principal Shareholders to tender the PS Shares into the Higher Competing Offer, then Bidder shall be irrevocably obligated to purchase the PS Shares at a price equal to the Offer Price (i) if the Bylaw Amendment is approved and effective, pursuant to the Offer or, if permitted by Law, in a private transaction or (ii) if the Bylaw Amendment is not approved but a Third Party has control of the Company pursuant to Chilean Law, in a private transaction. In the event that Bidder purchases the PS Shares as provided in this Section 3.5(b) pursuant to the Offer, Bidder will waive all conditions to close the Offer set forth on Exhibit A hereto, except for paragraph 1 of Exhibit A. In the event Bidder purchases the PS Shares as provided in this Section 3.5(b) pursuant to a private transaction, Bidder will so purchase the PS Shares not later than five business days after the expiration or termination of the Offer. (c) In the event that a Competing Offer is commenced and if the aggregate consideration offered per Share is equal to or less than the consideration offered by Bidder (an "Equal Competing Offer") and the Principal Shareholders have a reasonable basis for believing that Bidder's Offer will not close due to an existing default of the conditions set forth on Exhibit A, then the Principal Shareholders may request no earlier than two business days prior to the expiration of the Equal Competing Offer that they be relieved of the obligation to tender the PS Shares to Bidder hereunder or to withdraw the PS Shares from the Offer in order to tender the PS Shares into the Equal Competing Offer. Bidder shall grant or deny such request within 24 hours of the time the Principal Shareholders make such request. To the extent Bidder grants such consent, then the Principal Shareholders shall jointly and severally become irrevocably obligated to pay Bidder the Release Amount, if any, immediately upon the closing of the Equal Competing Offer.