Common use of Relevant Issues Clause in Contracts

Relevant Issues. The following issues (the “Relevant Issues”) shall require the approval of Shareholders holding over eighty percent (80%) of the Company’s voting capital, without which the Company will not take, and will not allow any of its Subsidiary Companies to take, nor will any Shareholders take any measure to authorize or otherwise allow any of its Subsidiary Companies to carry out: i) Any amendments or changes to the Corporate Documents of the Company or its Subsidiary Companies which may represent a substantive change in the Company’s corporate governance principles, as determined in Chapter III hereof, or restrictions to the transference of shares contemplated in Chapter V of this Shareholders’ Agreement, or would significantly and adversely affect one of the Shareholders’ rights set forth in this Shareholders’ Agreement, including the creation of reserves or any other change which might give rise to any restriction to payment of dividends to Shareholders; ii) Acquisition by the Company of ownership interests in other companies or in other activities, or upon acquisition of other companies’ assets, in the case of this acquisition, and any corporate restructurings, including, without limitation, any merger, consolidation, recapitalization, take-over, merger of shares, and spin-off, drop-down of shares, in the event these corporate restructurings (a) fail to determine that the Company will be the surviving entity; (b) include the following fixed telephony operators resulting from Telebrás’ privatization process: Brasil Telecom, Telemar and Telefonica or any of their affiliates, subsidiaries and successors; (c) include any companies or assets not related to the Company’s purposes; or (d) enter into commercial agreements between, on one hand, any Shareholders and respective Affiliated Companies and, on the other hand, the other party of the corporate restructuring; iii) The creation of a new class of shares, any other securities, or any change in the preferences or advantages of any existing class of shares or the creation of redeemable shares; iv) Any substantive change in the corporate structure, including its change in another type of company, or in the Company’s corporate purpose, or its headquarters; v) stating, accruing, or paying any dividends or another distribution in relation to the Company’s or its subsidiaries’ capital stock, except if required by Law or by the Company’s Organizational Documents or otherwise purchase or redeem, directly or indirectly, any securities representative of the ownership interest, repay any loans or any amounts due to any shareholder or to its respective Affiliated Companies, or carry out any payments for any shareholders or ex-shareholders or their respective current or former Affiliated Companies, except in the Normal Course of Business, as determined by Law; vi) the reduction of the capital stock of the Company, except for the corporate restructuring which will be conducted at BTVC after ANATEL’s approval of the terms included in the Share Purchase and Sale Agreement, or of its Affiliated Companies, and the redemption or amortization of the Company’s shares; vii) the decision to lead the Company or any of its Subsidiary Companies to the New Market of BOVESPA; viii) the cancellation of VIVAX’ registration with the CVM or its exclusion from the Level 2 Regulation; ix) the proposal of an extrajudicial recovery plan, filing for judicial recovery or filing for bankruptcy by BTVC or its Subsidiary Companies; x) Total or partial liquidation, winding-up, take-over or consolidation, or the carrying out of any capitalization, restructuring, share split, or any other reorganization of BTVC and its Subsidiary Companies; xi) Any changes or modifications to the Corporate Documents of the Company or its Subsidiary Companies with respect to the Board’s structure, including authority, structure and quorums for approval; xii) The issue or sale, to any Person, of any shares or other securities representative of BTVC’s ownership interests or of its Subsidiaries, or any security convertible into or exchange for or related to any securities representing ownership interests, or the issue, sale, granting, or carrying out of any subscription, option, warrant, conversion or other rights, agreements, commitments, arrangements or understandings of any type, contingent or otherwise, in order to acquire any securities representing ownership interests, or any guarantee convertible into or exchange for or related to any securities; xiii) Approval of any business of any nature (including corporate restructuring and any type of acquisition) between the Company and/or any of its Subsidiary Companies, with any Shareholder, or any administrator of the Company and/or its Subsidiary Companies, except in the event of (i) any existing agreement at the Shareholders’ Agreement execution date; (ii) any agreements subject to approval in accordance with the provisions of item “b” below; or (iii) any agreements executed on arms-length basis or during the Normal Course of Business of the Company and/or its Subsidiary Companies; xiv) change in any terms or conditions, termination, cancellation or non-renewal of any agreement or commercial relationship between the Company and any of NET’s Related Parties;

Relevant Issues. The following issues (the “Relevant Issues”) shall require the Shareholders’ approval of Shareholders holding over eighty percent (80%) of in the Company’s voting capitalPrevious Meeting, without which the Company will not take, and will not allow any of its Subsidiary Companies to take, nor will any Shareholders take any measure to authorize or otherwise allow any of its Subsidiary Companies to carry out: i) Any amendments or changes to the Corporate Documents of the Company or its Subsidiary Companies which may represent a substantive change in the Company’s corporate governance principles, as determined in Chapter III hereof, or restrictions to the transference of shares contemplated in Chapter V of this Shareholders’ Agreement, or would significantly and adversely affect one of the Shareholders’ rights set forth in this Shareholders’ Agreement, including the creation of reserves or any other change which might give rise to any restriction to payment of dividends to Shareholders; ii) Acquisition by the Company of ownership interests in other companies or in other activities, or upon acquisition of other companies’ assets, in the case of this acquisition, and any Any corporate restructurings, including, without limitation, any merger, consolidation, recapitalization, take-over, merger of shares, and spin-off, drop-down of shares, in the event these corporate restructurings (a) fail to determine that the Company will be the surviving entity; (b) include the following fixed telephony operators resulting from Telebrás’ privatization process: Brasil Telecom, Telemar and Telefonica or any of their affiliates, subsidiaries and successors; (c) include any companies or assets not related to the Company’s purposes; or (d) enter into commercial agreements between, on one hand, any Shareholders and respective Affiliated Companies and, on the other hand, the other party of the corporate restructuring; iii) The creation of a new class of shares, any other securities, or any change in the preferences or advantages of any existing class of shares or the creation of redeemable shares; iv) Any substantive change in the corporate structure, including its change in another type of company, or in the Company’s corporate purpose, or its headquarters; v) stating, accruing, or paying any dividends or another distribution in relation to the Company’s or its subsidiariesVivax’ capital stock, except if required by Law or by the Company’s Organizational Documents stock or otherwise purchase or redeem, directly or indirectly, any securities representative of the ownership interest, repay any loans or any amounts due to any shareholder or to its respective Affiliated former shareholders, or Subsidiary Companies, or carry out any payments for any shareholders or ex-shareholders or their respective current or former Affiliated Companies, except other than in the Normal Course of Business, as determined by Law; vi) the reduction of the capital stock of the Company, except for the corporate restructuring which will be conducted at BTVC after ANATEL’s approval of the terms included in the Share Purchase and Sale Agreement, Company or of its Affiliated CompaniesSubsidiary companies, and the redemption or amortization of the Company’s shares, except for the corporate reorganization authorized by the SPA; vii) the decision to lead the Company or any of its Subsidiary Companies to the New Market of BOVESPA; viii) the cancellation of VIVAX’ registration with the CVM or its exclusion from the Level 2 Regulation; ix) the proposal of an extrajudicial recovery plan, filing for judicial recovery or filing for bankruptcy by BTVC Vivax or its Subsidiary Companies; x) Total or partial liquidation, winding-up, take-over or consolidation, or the carrying out of any capitalizationrecapitalization, reclassification, restructuring, share split, or any other reorganization of BTVC VIVAX and its Subsidiary Companies; xi) Any changes or modifications to the Corporate Documents of the Company or its Subsidiary Companies with respect to the Board’s Board of Directors’ structure, including authority, structure and quorums for approval; xii) The issue or sale, to any Person, of any shares Vivax’ Shares or other securities representative of BTVC’s ownership interests or of its Subsidiaries, or any security guarantee convertible into or exchange for or related to any securities representing ownership interests, or the issue, sale, granting, or carrying out of any subscription, option, warrant, conversion or other rights, agreements, commitments, arrangements or understandings of any type, contingent or otherwise, in order to acquire any securities representing ownership interests, or any guarantee convertible into or exchange for or related to any securities;securities representing ownership interests; and xiii) Approval VIVAX’ exercising of any business of any nature (including corporate restructuring and any type of acquisition) between the Company and/or its voting rights in any of its Subsidiary Companies, with in relation to any Shareholder, or any administrator of the Company and/or its Subsidiary Companies, except issues listed in the event of (i) any existing agreement at the Shareholders’ Agreement execution date; (ii) any agreements subject to approval in accordance with the provisions of item “b” below; or (iii) any agreements executed on arms-length basis or during the Normal Course of Business of the Company and/or its Subsidiary Companies; xiv) change in any terms or conditions, termination, cancellation or non-renewal of any agreement or commercial relationship between the Company and any of NET’s Related Parties;this Clause 4.2.