TEF Group definition
Examples of TEF Group in a sentence
The Shareholders in the PT Group shall always exercise their voting rights on the Company Shares unanimously and the Shareholders in the TEF Group shall always exercise their voting rights on the Company Shares unanimously.
Accordingly, the TEF Group and the PT Group shall transfer to the Company all their Interests in Wireless Properties and any New Acquisitions made by either Group or jointly by both Groups (as the case may be) as set forth in the Shareholders Agreement and in this Agreement.
Each member of the TEF Group is a corporation duly organised, validly existing under the laws of its country of incorporation.
Each member of the TEF Group has the legal right, capacity and corporate power and authority to execute and deliver this Agreement and the Shareholders Agreement and consummate the transactions contemplated hereby and thereby.
Subject to the provisions of this Agreement and the Shareholders Agreement, each of the Parties confirms its objective to build the leading wireless and mobile telephone venture in Brazil by operating solely through the Company and otherwise to take, or refrain from taking, any actions in such a manner to permit the Company to fully comply with the Company Growth Principles, and to cause each of the TEF Group and PT Group to act in the same manner.
Except as set forth in Section 4.13 of the TEF Group Disclosure Schedule, each of the TEF Covered Assets has all material permits, licenses, approvals and authorisations of all Governmental Authorities necessary to conduct its business as presently conducted except for those permits, licenses, approvals and authorisations which could not reasonably be expected to have a Material Adverse Effect.
All the representations and warranties made by the TEF Group with respect to the TEF Covered Assets shall also be deemed to have been made with respect to the Subsidiaries of each of the TEF Covered Assets, if any.
The TEF Group shall designate by binding nomination the Chairman and the PT Group shall designate by binding nomination the Vice-Chairman.
The execution and delivery of this Agreement and the Shareholders Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorised by the board of directors of each of the members of the TEF Group, and no other corporate proceedings on the part of same are necessary to authorise the execution, delivery and performance of this Agreement, the Shareholders Agreement or the consummation of the transactions contemplated hereby and thereby.
Except as stated otherwise in the TEF Group Financial Statements or in Section 4.8 of the TEF Group Disclosure Schedule, such TEF Group Financial Statements (a) fairly present, in all material respects, the financial position of the TEF Covered Assets as of the respective dates thereof, all in accordance with Brazilian GAAP consistently applied throughout the period indicated; and (b) are correct and complete in all material respects and are consistent with the books and records of the TEF Covered Assets.