Transitory Provisions. 24.1. The decision related to the change of the terms of the Commission Agreement entered into on this date between TELEMAR NORTE LESTE, as Principal, and Banco de Investimentos Credit Suisse (Brasil) S.A., as Commission Merchant, as well as the manifestation of TELEMAR NORTE LESTE set forth in Section 12.3 of the Commission Agreement, may only be taken by TELEMAR NORTE LESTE’s Management after the approval by the Parties at the Company’s General Meeting called, instated and held pursuant to the Bylaws, and the Parties shall resolve solely in this event, through special quorum by means of unanimous resolution. 24.2. In the event that the quorum set forth in item 24.1 above is not achieved, TELEMAR NORTE LESTE’s Management shall recommend the Commission Merchant, as Buyer of the shares issued by INVITEL S.A., to elect the option to terminate the purchase and sale agreement, with payment of the contract termination premium. 24.3. It is hereby established that in the event that the shares issued by INVITEL S.A. are purchased by TELEMAR NORTE LESTE, pursuant to the terms of the Commission Agreement above mentioned and of the respective Share Purchase and Sale Agreement entered into between the Commission Merchant and the shareholders of INVITEL S.A., then BRASIL TELECOM PARTICIPAÇÕES S.A. and BRASIL TELECOM S.A. shall be considered Relevant Subsidiaries for the purposes of this Agreement. 24.4. The Parties agree that the current Chief Executive Officer of TELE NORTE LESTE and TELEMAR, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, shall be reelected by the Board of Directors of the referred to companies to hold said position for a three-year term, during the year of 2008, as provided in the respective bylaws. 24.5. The Parties agree that, while BNDESPAR holds redeemable preferred shares issued by the Company, the following shall depend on its express approval: (a) the assumption of any obligation, including the ones arising out of financing contracts, credit or loan agreements, higher than one hundred and fifty million reais (R$150,000,000.00) or of overall value, in a period of 12 consecutive months, that exceeds one hundred and fifty million reais (R$150,000,000.00), except (i) if resulting from financing, credit or loan agreement, or issue of debentures or commercial promissory notes contracted to pay BNDESPAR the amounts set forth for total or partial redemption or for payment of fixed dividends of said preferred shares, as provided in the “Agreement for Subscription of Shares Issued by Telemar Participações S.A.” executed between the Company and BNDESPAR, or (ii) any financing, credit or loan agreement, or issue of debentures or commercial promissory notes intended for refinancing principal, interest and ancillary amounts of the substantiated debt in the (x) Senior Secured Bridge Credit Agreement, executed on July 24, 2007, by the Company, the Lenders defined therein, ABN AMRO Bank N.V., Banco do Brasil S.A., Citigroup Global Markets Inc., ▇. ▇. ▇▇▇▇▇▇ Securities LLC and UBS AG, London Branch, as amended; and (y) in the 936 single series Commercial Promissory Notes numbered 0001/4800 to 0936/4800, issued on July 25, 2007, within the scope of the first issue of the commercial promissory notes of the Company, registered at CVM under no. CVM/SRE/RNP/2007/013, on July 17, 2007, (x) and (y) and any other short-term financing that might replace them, hereinafter jointly called “BRIDGE” or (iii) the refunding of said debts referred to in (x) or (y) above (called “TAKE-OUT” and, jointly with BRIDGE, “DEBT”), as well as (iv) any refunding of the debts referred to in (i) e (ii) above, provided that (a) the amount of such debt does not increase when refunded, except for the increase of incurred interests and advance payment premiums or fines related to the refunded debt, and fees and expenses reasonably incurred in said refunding; and (b) the provisions with regard to dividend restrictions, mandatory advance payments and restrictions related to the assumption of other loans or financings are not more onerous to the debtors of said instruments in any relevant aspect than the debt that is being refunded; (b) any investment made by the Company, including the acquisition of shareholding in an amount higher than ten million reais (R$10,000,000.00) or of overall value, in a period of 12 consecutive months, that exceeds ten million reais (R$10,000,000.00); (c) the reduction of the Company’s capital stock, except for the creation of a reserve to promote the redemption of BNDESPAR’s shares, creation of a reserve to pay the fixed dividend of the preferred shares; (d) the disposal of permanent assets of the Company subject to registration of ownership, or spin-off with transfer of part of its assets (except for the spin-off regarding the Company’s investment in CONTAX), above the limit of ten million reais (R$10,000,000.00) per annum or of overall value, in a period of 12 consecutive months, that exceeds ten million reais (R$10,000,000.00); (e) the encumbrance of goods of the permanent assets of the Company subject to registration of ownership, above the limit of ten million reais (R$10,000,000.00) per annum or of overall value, in a period of 12 consecutive months, that exceeds ten million reais (R$10,000,000.00), except for (i) encumbrance of the Class A preferred shares issued by TELEMAR ("TMAR5 SHARES") held by the Company and of the common shares issued by TELE NORTE LESTE ("TNLP") held by the Company to the benefit of the creditors of the DEBT or the creditors of the obligations undertaken to pay BNDESPAR, as well as of the refundings mentioned in Section 24.5 (a) (iv) above, so as to maintain the minimum limit set forth in each of these instruments; (ii) any additional guarantee provided for in the DEBT instruments, so as to maintain the minimum limit set forth in each of these instruments, and (iii) any guarantee offered to the loan creditors referred to in letter (a) of this item, as a direct result of the DEBT or of the obligations that might be contracted to pay BNDESPAR or from the refundings mentioned therein; (f) the payment of any remuneration to the shareholders, including dividends, interest on own capital, or any other type of distribution of funds to the shareholders, if the mandatory fixed dividends to which the redeemable preferred shares are entitled to have not been paid on the established dates or if the scheduled redemption, in cash, of said shares has not been made; (g) the establishment of any amortization schedule with a maturity term higher than seven (7) years and with maximum average amortization term higher than five
Appears in 2 contracts
Sources: Shareholder Agreements, Shareholder Agreement
Transitory Provisions. 24.1. The decision related to the change of the terms of the Commission Agreement entered into on this date between TELEMAR NORTE LESTE, as Principal, and Banco de Investimentos Credit Suisse (Brasil) S.A., as Commission Merchant, as well as the manifestation of TELEMAR NORTE LESTE set forth in Section 12.3 of the Commission Agreement, may only be taken by TELEMAR NORTE LESTE’s Management after the approval by the Parties at the Company’s General Meeting called, instated and held pursuant to the Bylaws, and the Parties shall resolve solely in this event, through special quorum by means of unanimous resolution.
24.2. In the event that the quorum set forth in item 24.1 above is not achieved, TELEMAR NORTE LESTE’s Management shall recommend the Commission Merchant, as Buyer of the shares issued by INVITEL S.A., to elect the option to terminate the purchase and sale agreement, with payment of the contract termination premium.
24.3. It is hereby established that in the event that the shares issued by INVITEL S.A. are purchased by TELEMAR NORTE LESTE, pursuant to the terms of the Commission Agreement above mentioned and of the respective Share Purchase and Sale Agreement entered into between the Commission Merchant and the shareholders of INVITEL S.A., then BRASIL TELECOM PARTICIPAÇÕES S.A. and BRASIL TELECOM S.A. shall be considered Relevant Subsidiaries for the purposes of this Agreement.
24.4. The Parties agree that the current Chief Executive Officer of TELE NORTE LESTE and TELEMAR, ▇▇▇▇ Luiz ▇▇▇▇▇▇▇ ▇▇▇▇▇, shall be reelected by the Board of Directors of the referred to companies to hold said position for a three-year term, during the year of 2008, as provided in the respective bylaws.
24.5. The Parties agree that, while BNDESPAR holds redeemable preferred shares issued by the Company, the following shall depend on its express approval:
(a) the assumption of any obligation, including the ones arising out of financing contracts, credit or loan agreements, higher than one hundred and fifty million reais (R$150,000,000.00) or of overall value, in a period of 12 consecutive months, that exceeds one hundred and fifty million reais (R$150,000,000.00), except (i) if resulting from financing, credit or loan agreement, or issue of debentures or commercial promissory notes contracted to pay BNDESPAR the amounts set forth for total or partial redemption or for payment of fixed dividends of said preferred shares, as provided in the “Agreement for Subscription of Shares Issued by Telemar Participações S.A.” executed between the Company and BNDESPAR, or (ii) any financing, credit or loan agreement, or issue of debentures or commercial promissory notes intended for refinancing principal, interest and ancillary amounts of the substantiated debt in the (x) Senior Secured Bridge Credit Agreement, executed on July 24, 2007, by the Company, the Lenders defined therein, ABN AMRO Bank N.V., Banco do Brasil S.A., Citigroup Global Markets Inc., ▇. ▇. ▇▇▇▇▇▇ Securities LLC and UBS AG, London Branch, as amended; and (y) in the 936 single series Commercial Promissory Notes numbered 0001/4800 to 0936/4800, issued on July 25, 2007, within the scope of the first issue of the commercial promissory notes of the Company, registered at CVM under no. CVM/SRE/RNP/2007/013, on July 17, 2007, (x) and (y) and any other short-term financing that might replace them, hereinafter jointly called “BRIDGE” or (iii) the refunding of said debts referred to in (x) or (y) above (called “TAKE-OUT” and, jointly with BRIDGE, “DEBT”), as well as (iv) any refunding of the debts referred to in (i) e (ii) above, provided that (a) the amount of such debt does not increase when refunded, except for the increase of incurred interests and advance payment premiums or fines related to the refunded debt, and fees and expenses reasonably incurred in said refunding; and (b) the provisions with regard to dividend restrictions, mandatory advance payments and restrictions related to the assumption of other loans or financings are not more onerous to the debtors of said instruments in any relevant aspect than the debt that is being refunded;
(b) any investment made by the Company, including the acquisition of shareholding in an amount higher than ten million reais (R$10,000,000.00) or of overall value, in a period of 12 consecutive months, that exceeds ten million reais (R$10,000,000.00);
(c) the reduction of the Company’s capital stock, except for the creation of a reserve to promote the redemption of BNDESPAR’s shares, creation of a reserve to pay the fixed dividend of the preferred shares;
(d) the disposal of permanent assets of the Company subject to registration of ownership, or spin-off with transfer of part of its assets (except for the spin-off regarding the Company’s investment in CONTAX), above the limit of ten million reais (R$10,000,000.00) per annum or of overall value, in a period of 12 consecutive months, that exceeds ten million reais (R$10,000,000.00);
(e) the encumbrance of goods of the permanent assets of the Company subject to registration of ownership, above the limit of ten million reais (R$10,000,000.00) per annum or of overall value, in a period of 12 consecutive months, that exceeds ten million reais (R$10,000,000.00), except for
(i) encumbrance of the Class A preferred shares issued by TELEMAR ("TMAR5 SHARES") held by the Company and of the common shares issued by TELE NORTE LESTE ("TNLP") held by the Company to the benefit of the creditors of the DEBT or the creditors of the obligations undertaken to pay BNDESPAR, as well as of the refundings mentioned in Section 24.5 (a) (iv) above, so as to maintain the minimum limit set forth in each of these instruments; (ii) any additional guarantee provided for in the DEBT instruments, so as to maintain the minimum limit set forth in each of these instruments, and (iii) any guarantee offered to the loan creditors referred to in letter (a) of this item, as a direct result of the DEBT or of the obligations that might be contracted to pay BNDESPAR or from the refundings mentioned therein;
(f) the payment of any remuneration to the shareholders, including dividends, interest on own capital, or any other type of distribution of funds to the shareholders, if the mandatory fixed dividends to which the redeemable preferred shares are entitled to have not been paid on the established dates or if the scheduled redemption, in cash, of said shares has not been made;
(g) the establishment of any amortization schedule with a maturity term higher than seven (7) years and with maximum average amortization term higher than five
Appears in 2 contracts
Sources: Shareholder Agreements, Shareholder Agreements
Transitory Provisions. 24.1. The decision related to the change of the terms of the Commission Agreement entered into on this date between TELEMAR NORTE LESTE, as Principal, and Banco de Investimentos Credit Suisse (Brasil) S.A., as Commission Merchant, as well as the manifestation of TELEMAR NORTE LESTE set forth in Section 12.3 of the Commission Agreement, may only be taken by TELEMAR NORTE LESTE’s Management after the approval by the Parties at the Company’s General Meeting called, instated and held pursuant to the Bylaws, and the Parties shall resolve solely in this event, through special quorum by means of unanimous resolution.
24.2. In the event that the quorum set forth in item 24.1 above is not achieved, TELEMAR NORTE LESTE’s Management shall recommend the Commission Merchant, as Buyer of the shares issued by INVITEL S.A., to elect the option to terminate the purchase and sale agreement, with payment of the contract termination premium.
24.3. It is hereby established that in the event that the shares issued by INVITEL S.A. are purchased by TELEMAR NORTE LESTE, pursuant to the terms of the Commission Agreement above mentioned and of the respective Share Purchase and Sale Agreement entered into between the Commission Merchant and the shareholders of INVITEL S.A., then BRASIL TELECOM PARTICIPAÇÕES S.A. and BRASIL TELECOM S.A. shall be considered Relevant Subsidiaries for the purposes of this Agreement.
24.4. The Parties agree that the current Chief Executive Officer of TELE NORTE LESTE and TELEMAR, ▇▇▇▇ Luiz ▇▇▇▇▇▇▇ ▇▇▇▇▇, shall be reelected by the Board of Directors of the referred to companies to hold said position for a three-year term, during the year of 2008, as provided in the respective bylaws.
24.5. The Parties agree that, while BNDESPAR holds redeemable preferred shares issued by the Company, the following shall depend on its express approval:
(a) the assumption of any obligation, including the ones arising out of financing contracts, credit or loan agreements, higher than one hundred and fifty million reais (R$150,000,000.00) or of overall value, in a period of 12 consecutive months, that exceeds one hundred and fifty million reais (R$150,000,000.00), except (i) if resulting from financing, credit or loan agreement, or issue of debentures or commercial promissory notes contracted to pay BNDESPAR the amounts set forth for total or partial redemption or for payment of fixed dividends of said preferred shares, as provided in the “Agreement for Subscription of Shares Issued by Telemar Participações S.A.” executed between the Company and BNDESPAR, or (ii) any financing, credit or loan agreement, or issue of debentures or commercial promissory notes intended for refinancing principal, interest and ancillary amounts of the substantiated debt in the (x) Senior Secured Bridge Credit Agreement, executed on July 24, 2007, by the Company, the Lenders defined therein, ABN AMRO Bank N.V., Banco do Brasil S.A., Citigroup Global Markets Inc., ▇. ▇. ▇▇▇▇▇▇ Securities LLC and UBS AG, London Branch, as amended; and (y) in the 936 single series Commercial Promissory Notes numbered 0001/4800 to 0936/4800, issued on July 25, 2007, within the scope of the first issue of the commercial promissory notes of the Company, registered at CVM under no. CVM/SRE/RNP/2007/013, on July 17, 2007, (x) and (y) and any other short-term financing that might replace them, hereinafter jointly called “BRIDGE” or (iii) the refunding of said debts referred to in (x) or (y) above (called “TAKE-OUT” and, jointly with BRIDGE, “DEBT”), as well as (iv) any refunding of the debts referred to in (i) e and (ii) above, provided that (a) the amount of such debt does not increase when refunded, except for the increase of incurred interests and advance payment premiums or fines related to the refunded debt, and fees and expenses reasonably incurred in said refunding; and (b) the provisions with regard to dividend restrictions, mandatory advance payments and restrictions related to the assumption of other loans or financings are not more onerous to the debtors of said instruments in any relevant aspect than the debt that is being refunded;
(b) any investment made by the Company, including the acquisition of shareholding in an amount higher than ten million reais (R$10,000,000.00) or of overall value, in a period of 12 consecutive months, that exceeds ten million reais (R$10,000,000.00);
(c) the reduction of the Company’s capital stock, except for the creation of a reserve to promote the redemption of BNDESPAR’s shares, creation of a reserve to pay the fixed dividend of the preferred shares;
(d) the disposal of permanent assets of the Company subject to registration of ownership, or spin-off with transfer of part of its assets (except for the spin-off regarding the Company’s investment in CONTAX), above the limit of ten million reais (R$10,000,000.00) per annum or of overall value, in a period of 12 consecutive months, that exceeds ten million reais (R$10,000,000.00);
(e) the encumbrance of goods of the permanent assets of the Company subject to registration of ownership, above the limit of ten million reais (R$10,000,000.00) per annum or of overall value, in a period of 12 consecutive months, that exceeds ten million reais (R$10,000,000.00), except for
for (i) encumbrance of the Class A preferred shares issued by TELEMAR ("“TMAR5 SHARES"”) held by the Company and of the common shares issued by TELE NORTE LESTE ("“TNLP"”) held by the Company to the benefit of the creditors of the DEBT or the creditors of the obligations undertaken to pay BNDESPAR, as well as of the refundings mentioned in Section 24.5 (a) (iv) above, so as to maintain the minimum limit set forth in each of these instruments; (ii) any additional guarantee provided for in the DEBT instruments, so as to maintain the minimum limit set forth in each of these instruments, and (iii) any guarantee offered to the loan creditors referred to in letter (a) of this item, as a direct result of the DEBT or of the obligations that might be contracted to pay BNDESPAR or from the refundings mentioned therein;
(f) the payment of any remuneration to the shareholders, including dividends, interest on own capital, or any other type of distribution of funds to the shareholders, if the mandatory fixed dividends to which the redeemable preferred shares are entitled to have not been paid on the established dates or if the scheduled redemption, in cash, of said shares has not been made;
(g) the establishment of any amortization schedule with a maturity term higher than seven (7) years and with maximum average amortization term higher than fivefive (5) years, when the renegotiation for the BRIDGE TAKE OUT with the creditor Banks takes place;
(h) the establishment of any release schedule of the TMAR5 SHARES given as collateral to BRIDGE not in accordance with the schedule table below, when the renegotiation for the BRIDGE TAKE OUT with the creditor Banks takes place; 04/25/2011 1,224,311 10/25/2011 2,244,571 04/25/2012 3,468,882 10/25/2012 4,693,193 04/25/2013 6,121,556 10/25/2013 7,141,816 04/25/2014 8,162,076 10/25/2014 9,182,336 04/25/2015 10,202,596 10/25/2015 11,222,856 04/25/2016 12,243,116
24.6. The Parties undertake to make sure that the overall number of job posts in the companies of the TELEMAR GROUP, existing on February 1, 2008, is maintained for at least a three-year period as of the date of execution of this Agreement.
24.6.1. In the event the shares representing the control of GRUPO BRASIL TELECOM are bought, the Parties also undertake to make sure that the overall number of job posts, existing on February 1, 2008 (first day of February, 2008), is maintained for at least a three-year period as of the date of execution of this Agreement.
24.6.2. Furthermore, the Parties shall undertake, during the period in which BNDESPAR holds preferred shares of the Company, in the event there are personnel dismissals in any of the companies of the groups referred to in items 24.6 e 24.6.1, to offer a training program aimed at the work opportunities in the region and/or to offer programs for outplacement of workers in other companies, after having submitted to BNDESPAR’s appreciation a document specifying and certifying the completion of the negotiations carried out with the competent representations of the workers involved in the dismissal process. The pages of the present instrument are initialed by ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, attorney of the BNDES System, by authorization of the legal representatives of BNDESPAR.
Appears in 1 contract