Common use of Effective Control Clause in Contracts

Effective Control. A PERSON has effective control of another PERSON or is subject to common control with such other PERSON when: a) It has more than 50 percent (50%) of the voting power at the General Shareholders' or Partners' Meeting or other equivalent body, through direct ownership of the securities representing the Capital Stock or, indirectly, by means of usufruct, pledge, trust, syndication and similar agreements or any other legal act; or, b) Directly or indirectly has the power to appoint or remove the majority of the members of the Board of Directors or equivalent body, which allows it to control or exercise the majority of the votes in the sessions of the Board of Directors or equivalent bodies, or to govern the operating or financial policies under a regulation or contract, whatever its modality; or, c) By any other contractual or non-contractual mechanism or circumstance, effectively controls the decision-making power in the other company. In addition to the above, and whenever applicable for the purpose of determining the EFFECTIVE CONTROL, the provisions of the special rules on linkage and economic group approved by SBS Resolution No. 5780-2015-SBS and SMV Resolution No. 019-2015-SMV-01 (Approving Regulations on Indirect Ownership, Linkage and Economic Groups) and its amendments or rules that replace them, shall be taken into account.