Migration Right Clause Samples

Migration Right. If the Minimum Sufficient Dispersion is not reached by the end of the 6th year this Agreement is in effect (or by the end of the 8th year, if this Agreement is extended as provided in Clause 11.1.1), Grupo CB shall have the right to require the conveyance to the capital stock of GPA of the shares issued by the Company that, at the time, are held by it, receiving as consideration shares issued by GPA; the exchange ratio shall be determined based on the economic value of the shares of the Company (equity value) (the “Equity Value of the Company”) and on the economic value of the shares of GPA (equity value) (the “Equity Value of GPA”), to be calculated as provided in the sub clauses of this Clause 7.11 (the “Migration”). Notwithstanding the foregoing provisions, Grupo CB shall not have the right to the Migration if the above-indicated percentage of the Free Float is not attained due solely to the willful misconduct or omission of Grupo CB. 7.11.1. Grupo CB may request the Migration within 30 days of the end of the 6th year this Agreement is in effect (or by the end of the 8th year, if this Agreement is extended as provided in Clause 11.1.1), by sending notice to GPA (the “Migration Notice”). 7.11.1.1. GPA shall have 30 days as of receipt of the Migration Notice to, once the corporate authorizations needed are obtained, manifest its agreement, subject to verifying the result of the Assessments, or refusal, in relation to the Migration. If there is agreement, even if conditioned on verifying the result of the Assessments, GPA shall send the according communication to Grupo CB within the period provided for here, to begin the procedure provided in this Clause 7.11 (the “Notice of Conditional Agreement”). 7.11.1.2. Within 10 days of receipt of the Migration Notice by GPA, even if it has not yet manifested its agreement or refusal in relation to the Migration, GPA, on the one hand, and Grupo CB, on the other, shall each contract a top-flight investment bank or specialized company to each calculate the Equity Value of GPA and the Equity Value of the Company, utilizing the discounted cash flow valuation method, and each Party shall bear the full costs of the investment bank or specialized company it has contracted. The investment banks or specialized companies chosen shall be communicated in writing by each of the Parties to the other Party within 10 days as provided above. 7.11.1.3. For the purposes of this Clause 7.11: (a) the “GPA Assessor” should be understood ...