HERETO SHALL AUTHORIZE OR PERMIT ANY AFFILIATE OR ANY OTHER PERSON ACTING
ON ITS BEHALF TO MAKE) ANY PROHIBITED PAYMENT.
EACH OF THE PARTIES HERETO
FURTHER COVENANTS THAT SHOULD IFC NOTIFY THE COMPANY OF ITS CONCERN THAT THERE
HAS BEEN A VIOLATION OF THE PROVISIONS OF THIS PARAGRAPH, THE COMPANY SHALL
COOPERATE IN GOOD FAITH WITH IT AND ITS REPRESENTATIVES IN DETERMINING WHETHER
SUCH A VIOLATION HAS OCCURRED, AND SHALL RESPOND PROMPTLY AND IN REASONABLE
DETAIL TO ANY NOTICE FROM IFC, AND SHALL FURNISH DOCUMENTARY SUPPORT FOR SUCH
RESPONSE UPON IFC'S REQUEST.
(C)
THE COMPANY WILL DISCLOSE THE TAX, ROYALTY AND OTHER MATERIAL
PAYMENTS MADE ANNUALLY BY THE COMPANY OR ANY AFFILIATE TO LOCAL AND/OR NATIONAL
GOVERNMENTS IN THE REPUBLIC OF PERU OR THE REPUBLIC OF ECUADOR UNDER THE
APPLICABLE UPSTREAM LICENSE CONTRACTS.
5.8
MINIMUM INSURANCE.
THE COMPANY SHALL CAUSE ITS OPERATIONS IN PERU
TO EFFECT AND MAINTAIN THE INSURANCE COVERAGE SPECIFIED IN ANNEX C AT ALL
APPROPRIATE AND NECESSARY TIMES DURING THE PERIOD IN WHICH THE IFC OWNS COMMON
STOCK, UNDER FORMS OF POLICIES AND WITH INSURERS AND REINSURERS ACCEPTABLE TO
IFC.
5.9
MINORITY RIGHTS.
SO LONG AS IFC HOLDS SHARES COMPRISING 5% OR
MORE OF THE COMMON STOCK, NEITHER THE COMPANY NOR ITS SUBSIDIARIES SHALL
APPROVE, AUTHORIZE OR ENTER INTO A TRANSACTION WITH RESPECT TO ANY OF THE
FOLLOWING WITHOUT THE PRIOR WRITTEN CONSENT OF IFC (SUCH CONSENT NOT TO BE
UNREASONABLY WITHHELD):
17
(A)
THE CONSOLIDATION OR MERGER OF THE COMPANY OR ANY SUBSIDIARY;
PROVIDED THAT IFC'S CONSENT WILL NOT BE REQUIRED IN THE CASE OF A MERGER OF THE
COMPANY IF THE SHAREHOLDERS OF THE COMPANY IMMEDIATELY PRECEDING SUCH MERGER
CONTINUE TO HOLD MORE THAN 50% OF THE EQUITY OF THE SURVIVING ENTITY, OR IN THE
CASE OF A MERGER OF A SUBSIDIARY OF THE COMPANY, THE SURVIVING ENTITY IN SUCH
MERGER CONTINUES TO BE A SUBSIDIARY OF THE COMPANY;
(B)
THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY
OR ANY SUBSIDIARY; PROVIDED THAT IFC'S CONSENT WILL NOT BE REQUIRED IN THE CASE
OF THE SALE OF ASSETS TO A DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY;
(C)
THE TRANSFORMATION OF THE COMPANY OR ANY SUBSIDIARY INTO ANOTHER
FORM OF ENTITY; OR
(D)
CHANGE THE NATURE OF THE COMPANY'S OR ANY OF ITS SUBSIDIARIES'
BUSINESS AS CURRENTLY CONDUCTED.
5.10
MOST FAVORED NATION (MFN) STATUS.
IF THE COMPANY ENTERS INTO ANY
SUBSCRIPTION AGREEMENT, STOCK PURCHASE AGREEMENT OR OTHER AGREEMENT ON OR AFTER
THE DATE HEREOF AND PRIOR TO THE CLOSING TO OR WITH ANY PERSON THAT ESTABLISHES
RIGHTS OR BENEFITS IN FAVOR OF SUCH PERSON WITH RESPECT TO THE ACQUISITION OF
COMMON STOCK OR STOCK EQUIVALENTS THAT ARE MORE FAVORABLE IN ANY MATERIAL
RESPECT TO SUCH PERSON THAN THE RIGHTS AND BENEFITS ESTABLISHED IN FAVOR OF IFC
HEREIN, THE COMPANY WILL EXTEND TO IFC SUCH RIGHTS AND BENEFITS ESTABLISHED BY
SUCH SUBSCRIPTION AGREEMENT, STOCK PURCHASE AGREEMENT
OR OTHER AGREEMENT.
5.11
USE OF PROCEEDS.
THE COMPANY SHALL NOT USE THE PROCEEDS OF