Subscription Conditions Precedent Clause Samples

Subscription Conditions Precedent. The Parties acknowledge that Portugal Telecom SGPS shall be solely required to subscribe the PT SGPS Subscribed Shares if there is the fulfillment of the following conditions precedent (“Subscription Conditions Precedent”): (i) approval, in a meeting of the board of directors of Oi, of the Oi Capital Increase through public subscription, with an offering of common and preferred shares, which shall be paid for upon the subscription in cash and in assets, pursuant to the terms and conditions set forth in Section 1 of this Agreement; (ii) approval by the shareholders’ meeting of Portugal Telecom SGPS, to be specially called for that purpose, of the contribution of the PT Assets in the Oi Capital Increase for the amount to be attributed to the PT Assets for purposes of payment of the PT SGPS Subscribed Shares; (iii) approval by the Oi Shareholders’ Meeting of the PT Assets Report, which is attached to this Agreement as Exhibit A hereto, and of the amount attributed to the PT Assets for purposes of payment of the portion of the Oi Capital Increase to be subscribed by Portugal Telecom SGPS under this Agreement; (iv) authorization for all steps of the Transaction from the Brazilian Telecommunications Regulatory Agency (“Anatel”), by means of the Act of the Board of Directors of Anatel and from the Portuguese Competition Authority (“AdC”); and (v) obtaining prior approvals from creditors and third parties, when required for implementation of the Transaction, as well as the waivers of creditors of Portugal Telecom SGPS to avoid any contract violation or breaches arising out of the Transaction, as set forth in Exhibit 3.1(v) hereto (“Third Parties Approvals”).