Each of Portugal Telecom and PT Moveis has heretofore made available to TEM in Section 4.1 of the PT Group Disclosure Schedule complete and correct copies of the bylaws and the shareholders agreements of each of the PT Covered Assets as currently in effect.
Within 15 (fifteen) days from the date the Cellular Chairmen Deadlock occurred, the Shareholders shall refer such Cellular Chairmen Deadlock to the Chairmen of TEM and PT Moveis (the Cellular Chairmen), and shall cause the Cellular Chairmen to meet and hold good faith discussions to attempt to find a solution and to resolve the Cellular Chairmen Deadlock within the 15 (fifteen) days period thereafter, after consulting with their respective Group nominees in the Board of Directors.
On the date of sale and transfer, the PT Group shall deliver the number of the PT Group Company Shares equal to all or a portion, as applicable, of the purchase price to be paid in new shares in Telefonica and/or TEM to a notary and/or to the notaries in Spain selected by TEM and/or Telefonica (if applicable), before whom the capital increase/s will be notarized.
Thereafter, as soon as practicable, Telefonica and/or TEM shall certify to the PT Group that the foregoing actions have been completed.
The proposed date of sale and transfer shall be notified by TEM (or the Acquirer/s) to the PT Group in writing.