Global Telecom. (a) It is recorded that the PT Group through Telesp Celular Participações, S.A., (i) has already acquired an Interest, and (ii) has the right to acquire the remainder of the ownership interests in the New Acquisition, Global Telecom (the total ownership of Global Telecom, as described in Exhibit IV, referred to as the “Global Telecom Interest”). The Parties agree that the TEF Group shall have a call right to purchase from Any text removed pursuant to Telefónica Móviles S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. the PT Group up to 50% (fifty percent) of the Global Telecom Interest at the Acquisition Price paid therefor by the PT Group in terms of the GT Acquisition Agreement (the “Call Right”), the Call Right being exercisable (in whole or in part and on one or more occasions) until the transfer in full to the Company of the Global Telecom Interest, provided that: (i) the Call Right shall be enforceable in respect of the Global Telecom Interest to the extent not yet transferred to the Company and, subject to Section 1.6.1(b) below, also in case of (A) Liquidation of the Company (pursuant to Section 4.3 of the Shareholders Agreement), (B) exercise of the Put in case of Change of Control (pursuant to Section 5.6 of the Shareholders Agreement), (C) exercise of the PT Group Put (pursuant to Section 6.4 of the Shareholders Agreement) and (D) termination of this Agreement or the Shareholders Agreement, for reasons other than the default of the TEF Group, (pursuant to Section 7 below or Section 11 of the Shareholders Agreement); and (ii) the provisions set forth in Section 1.6.1 (a) (i) above shall be applicable without prejudice to the rights of the Parties pursuant to this Agreement and the Shareholders Agreement in respect of that part of the Global Telecom Interest that has already been transferred to the Company. (b) In the circumstances referred to in Section 1.6.1(a)(i)(A), (B), (C), and (D) above, other than in the event of termination set forth in Sections 7.2 and 7.3 below, the Call Right shall be exercisable until the expiration of a period of 2 (two) months from the time when both Groups acknowledge that the relevant event has occurred or, if no such acknowledgement has been issued in writing by both parties, from the time when the occurrence of the relevant event has been declared in a final decision pursuant to the relevant dispute resolution procedure set out in this Agreement or the Shareholders Agreement. (c) After the TEF Group has given notice of its intention to exercise the Call Right, the transfer of the relevant portion of the Global Telecom Interest shall be consummated as soon as permissible under regulatory provisions. (i) The Parties agree that (A) the Call Right and (B) any other right of the TEF Group with respect to the Global Telecom Interest already transferred to the Company, shall be exercisable over up to 50% (fifty percent) of the Global Telecom Interest (the PT Group to procure that Telesp Celular Participações, S.A. and each company in the chain of companies holding said Interest abides by this Agreement so as to enable the PT Group to fulfil its obligation hereunder to the TEF Group). (ii) If: (A) the PT Group for any reason (other than as a result of the failure by the TEF Group to timely comply with its obligations set forth in this Section 1.6) fails to cause Telesp Celular Participações, S.A. to deliver the relevant portion of the Global Telecom Interest, (x) in the case where payment for the acquisition thereof is to be made in cash and/or existing TEF shares and/or existing TEM Any text removed pursuant to Telefónica Móviles S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. shares, within 2 (two) months after the TEF Group has given notice of its intention to exercise the Call Right, or (y) in the case where payment for the acquisition of the Global Telecom Interest is to be made using new TEF shares and/or new TEM shares, on the date on which such new shares are tendered for delivery, or (B) delivery of the relevant portion of the Global Telecom Interest is prevented due to legal or regulatory restrictions, then the Call Right may be exercised against the PT Group, at the option of the TEF Group, over such percentage in the share capital of Telesp Celular Participações, S.A. as the value of the relevant portion of the Global Telecom Interest represents in the value of Telesp Celular Participações, S.A., provided that, if shares of Telesp Celular Participações, S.A. were to be delivered, then: (C) the equity participation subject to the rights of the TEF Group shall comprise voting and non-voting shares in the same proportionality as the PT Group holds in each class of shares in Telesp Celular Participações, S.A.; and (D) (x) the value of the relevant portion of the Global Telecom Interest shall be the Acquisition Price paid therefor by the PT Group in terms of the GT Acquisition Agreement, and (y) the value of Telesp Celular Participações, S.A. shall be defined pursuant to an Independent Valuation (which shall include, as valuation of Global Telecom, the Acquisition Price of the Global Telecom Interest in terms of the GT Acquisition Agreement) as regulated in this Agreement at the time of the exercise of the Call Right and other rights by the other Group. Both values shall be compared for determining the percentage which the value of the relevant portion of the Global Telecom Interest represents in the value of Telesp Celular Participações, S.A. (e) The TEF Group may elect to pay the consideration for the acquisition of the Interests in Global Telecom (or in Telesp Celular Participações, S.A., as the case may be) in cash, TEM shares, TEF shares or a combination thereof. In the event of payment in TEM and/or TEF shares, the relevant provisions of Section 6.4 of the Shareholders Agreement shall apply. (f) In the event of exercise by the TEF Group of the Call Right: (i) the Interests in Global Telecom (or in Telesp Celular Participações, S.A., as the case may be) shall be transferred to the TEF Group freely tradable, free of any liens, rights in favour of third parties and other encumbrances, and (ii) the PT Group shall give to the TEF Group (x) to the extent that same relate to the Interests in Global Telecom transferred to the PT Group, the same representations, warranties and indemnities which it received under the GT Acquisition Agreement (the foregoing to apply except in the case where shares in Telesp Celular Participações, S.A. are received by the TEF Group in terms of Section 1.6.1(d) above), and (y) to the extent that same relate to Global Telecom (or Telesp Celular Participações, S.A., as the case may be), the same representations and warranties referred to in Section 5 of this Agreement. Any text removed pursuant to Telefónica Móviles S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein.
Appears in 1 contract
Global Telecom. (a) It is recorded that the PT Group through Telesp Celular Participações, S.A., (i) has already acquired an Interest, and (ii) has the right to acquire the remainder of the ownership interests in the New Acquisition, Global Telecom (the total ownership of Global Telecom, as described in Exhibit IV, referred to as the “Global Telecom Interest”). The Parties agree that the TEF Group shall have a call right to purchase from Any text removed pursuant to Telefónica Móviles Telefónica, S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. the PT Group up to 50% (fifty percent) of the Global Telecom Interest at the Acquisition Price paid therefor by the PT Group in terms of the GT Acquisition Agreement (the “Call Right”), the Call Right being exercisable (in whole or in part and on one or more occasions) until the transfer in full to the Company of the Global Telecom Interest, provided that:
(i) the Call Right shall be enforceable in respect of the Global Telecom Interest to the extent not yet transferred to the Company and, subject to Section 1.6.1(b) below, also in case of (A) Liquidation of the Company (pursuant to Section 4.3 of the Shareholders Agreement), (B) exercise of the Put in case of Change of Control (pursuant to Section 5.6 of the Shareholders Agreement), (C) exercise of the PT Group Put (pursuant to Section 6.4 of the Shareholders Agreement) and (D) termination of this Agreement or the Shareholders Agreement, for reasons other than the default of the TEF Group, (pursuant to Section 7 below or Section 11 of the Shareholders Agreement); and
(ii) the provisions set forth in Section 1.6.1
(a) (i) above shall be applicable without prejudice to the rights of the Parties pursuant to this Agreement and the Shareholders Agreement in respect of that part of the Global Telecom Interest that has already been transferred to the Company.
(b) In the circumstances referred to in Section 1.6.1(a)(i)(A), (B), (C), and (D) above, other than in the event of termination set forth in Sections 7.2 and 7.3 below, the Call Right shall be exercisable until the expiration of a period of 2 (two) months from the time when both Groups acknowledge that the relevant event has occurred or, if no such acknowledgement has been issued in writing by both parties, from the time when the occurrence of the relevant event has been declared in a final decision pursuant to the relevant dispute resolution procedure set out in this Agreement or the Shareholders Agreement.
(c) After the TEF Group has given notice of its intention to exercise the Call Right, the transfer of the relevant portion of the Global Telecom Interest shall be consummated as soon as permissible under regulatory provisions.
(i) The Parties agree that (A) the Call Right and (B) any other right of the TEF Group with respect to the Global Telecom Interest already transferred to the Company, shall be exercisable over up to 50% (fifty percent) of the Global Telecom Interest (the PT Group to procure that Telesp Celular Participações, S.A. and each company in the chain of companies holding said Interest abides by this Agreement so as to enable the PT Group to fulfil its obligation hereunder to the TEF Group).
(ii) If:
(A) the PT Group for any reason (other than as a result of the failure by the TEF Group to timely comply with its obligations set forth in this Section 1.6) fails to cause Telesp Celular Participações, S.A. to deliver the relevant portion of the Global Telecom Interest, (x) in the case where payment for the acquisition thereof is to be made in cash and/or existing TEF shares and/or existing TEM Any text removed pursuant to Telefónica Móviles Telefónica, S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. shares, within 2 (two) months after the TEF Group has given notice of its intention to exercise the Call Right, or (y) in the case where payment for the acquisition of the Global Telecom Interest is to be made using new TEF shares and/or new TEM shares, on the date on which such new shares are tendered for delivery, or
(B) delivery of the relevant portion of the Global Telecom Interest is prevented due to legal or regulatory restrictions, then the Call Right may be exercised against the PT Group, at the option of the TEF Group, over such percentage in the share capital of Telesp Celular Participações, S.A. as the value of the relevant portion of the Global Telecom Interest represents in the value of Telesp Celular Participações, S.A., provided that, if shares of Telesp Celular Participações, S.A. were to be delivered, then:
(C) the equity participation subject to the rights of the TEF Group shall comprise voting and non-voting shares in the same proportionality as the PT Group holds in each class of shares in Telesp Celular Participações, S.A.; and
(D) (x) the value of the relevant portion of the Global Telecom Interest shall be the Acquisition Price paid therefor by the PT Group in terms of the GT Acquisition Agreement, and (y) the value of Telesp Celular Participações, S.A. shall be defined pursuant to an Independent Valuation (which shall include, as valuation of Global Telecom, the Acquisition Price of the Global Telecom Interest in terms of the GT Acquisition Agreement) as regulated in this Agreement at the time of the exercise of the Call Right and other rights by the other Group. Both values shall be compared for determining the percentage which the value of the relevant portion of the Global Telecom Interest represents in the value of Telesp Celular Participações, S.A.
(e) The TEF Group may elect to pay the consideration for the acquisition of the Interests in Global Telecom (or in Telesp Celular Participações, S.A., as the case may be) in cash, TEM shares, TEF shares or a combination thereof. In the event of payment in TEM and/or TEF shares, the relevant provisions of Section 6.4 of the Shareholders Agreement shall apply.
(f) In the event of exercise by the TEF Group of the Call Right: (i) the Interests in Global Telecom (or in Telesp Celular Participações, S.A., as the case may be) shall be transferred to the TEF Group freely tradable, free of any liens, rights in favour of third parties and other encumbrances, and (ii) the PT Group shall give to the TEF Group (x) to the extent that same relate to the Interests in Global Telecom transferred to the PT Group, the same representations, warranties and indemnities which it received under the GT Acquisition Agreement (the foregoing to apply except in the case where shares in Telesp Celular Participações, S.A. are received by the TEF Group in terms of Section 1.6.1(d) above), and (y) to the extent that same relate to Global Telecom (or Telesp Celular Participações, S.A., as the case may be), the same representations and warranties referred to in Section 5 of this Agreement. Any text removed pursuant to Telefónica Móviles Telefónica, S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein.
Appears in 1 contract