APPOINTED FOR THE AUDITORS SO REMOVED; AND
(XX)
ANY MATERIAL CHANGE IN THE ACCOUNTING POLICIES
OR PRINCIPLES OF MSC OR ANY OF ITS SUBSIDIARIES, OTHER THAN ANY CHANGE PERMITTED
UNDER OR REQUIRED BY GAAP.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 2.3(A), IF A
SIGNIFICANT MATTER HAS BEEN APPROVED BY THE BOARD IN ACCORDANCE WITH SECTION
2.3(A), AND THE ESTATUTOS OR APPLICABLE LAW REQUIRES THAT SUCH SIGNIFICANT
MATTER ALSO BE APPROVED BY THE GENERAL SHAREHOLDERS MEETING, THEN AS LONG AS
SUCH GENERAL SHAREHOLDERS MEETING IS CALLED FOR THAT PURPOSE WITHIN 90 DAYS FROM
THE DATE ON WHICH THE BOARD APPROVED THE SIGNIFICANT MATTER, (I) SUCH BOARD
APPROVAL SHALL BE SUFFICIENT TO SATISFY THE REQUIREMENTS OF SECTION 2.3(A),
(II) HOLDERS OF AT LEAST THE NUMBER OF SHARES ISSUED, OUTSTANDING, AND ENTITLED
TO VOTE, WHETHER PRESENT IN PERSON OR REPRESENTED BY A LETTER (CARTA PODER) OR A
NOTARIZED POWER OF ATTORNEY, SET FORTH IN SECTION 2.1(D)(I) OR SECTION
2.1(D)(II), AS APPLICABLE, SHALL CONSTITUTE A QUORUM FOR PURPOSES OF VOTING ON
SUCH SIGNIFICANT MATTER, (III) IN ACCORDANCE WITH SECTION 2.1(E) AND UNLESS A
HIGHER VOTING PERCENTAGE IS REQUIRED UNDER BOLIVIAN LAW, SUCH GENERAL
SHAREHOLDERS MEETING MAY APPROVE SUCH SIGNIFICANT MATTER BY THE AFFIRMATIVE VOTE
OF THE HOLDER OR HOLDERS OF A MAJORITY OF SHARES ISSUED, OUTSTANDING, AND
ENTITLED TO VOTE THEREON, AND (IV) AT SUCH GENERAL SHAREHOLDERS MEETING, EACH
SHAREHOLDER SHALL VOTE ITS SHARES IN FAVOR OF SUCH SIGNIFICANT MATTER.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 2.3(A),
SECTION 2.3(B), SECTION 2.4, SECTION 2.5, OR SECTION 2.7(B), IF THE AGGREGATE
INTEREST RATIO OF EITHER SHAREHOLDER GROUP CEASES TO CONSTITUTE AT LEAST 25%,
THEN IMMEDIATELY AND THEREAFTER UNTIL THIS AGREEMENT IS TERMINATED:
(I)
SECTION 2.3(A), SECTION 2.3(B), SECTION
2.4, SECTION 2.5, AND SECTION 2.7(B), SHALL TERMINATE AND CEASE TO HAVE ANY
FORCE OR EFFECT; AND
(II)
THE SHAREHOLDERS SHALL TAKE ALL NECESSARY
ACTION TO AMEND THE ESTATUTOS ACCORDINGLY.
SECTION 2.4
DEADLOCK ON SIGNIFICANT MATTERS.
(A)
IF, AT EACH OF TWO CONSECUTIVE MEETINGS OF THE BOARD (EACH, A
"DEADLOCK MEETING"), THE APEX DIRECTORS AND THE SUMITOMO DIRECTOR HAVE OPPOSING
POSITIONS WITH RESPECT TO ANY SIGNIFICANT MATTER, THE DIRECTORS SHALL CONFER IN
GOOD FAITH OVER THE COURSE OF A PERIOD OF 30 DAYS FOLLOWING THE DATE OF THE
SECOND DEADLOCK MEETING TO RESOLVE THE MATTER AND IF, AFTER SUCH PERIOD, THE
MATTER ON WHICH THERE IS DISAGREEMENT HAS NOT BEEN
38
RESOLVED BY BOARD ACTION PURSUANT TO SECTION 2.3(A), A "DEADLOCK" SHALL BE
DEEMED TO EXIST.
(B)
IF AT ANY TIME A DEADLOCK IS DEEMED TO EXIST UNDER SECTION 2.4(A)
WITH RESPECT TO A SIGNIFICANT MATTER (OTHER THAN WITH RESPECT TO A SIGNIFICANT
MATTER ENUMERATED IN SECTION 2.3(A)(IV)), MSC SHALL NOT MAKE OR INCUR ANY ACT,
EXPENDITURE, DECISION, OR OBLIGATION IN RESPECT OF SUCH SIGNIFICANT MATTER AND
THE STATUS QUO AS IT EXISTED PRIOR TO SUCH DEADLOCK SHALL BE PRESERVED UNTIL
SUCH TIME AS THE DIRECTORS OR THE SHAREHOLDERS RESOLVE SUCH DEADLOCK.
(C)
IF AT ANY TIME A DEADLOCK IS DEEMED TO EXIST