Common use of Affected Shares Subject to the Preemptive Right Clause in Contracts

Affected Shares Subject to the Preemptive Right. The Parties hereto agree to establish that the Preemptive Rights set forth in this Section shall apply as follows: (a) XX XXXXX shall have Preemptive Right regarding the acquisition of all Affected Shares issued by the Company and the Subscription Rights assigned to said Affected Shares pertaining to Portugal Telecom; and (b) Shareholder Portugal Telecom shall have a Preemptive Right regarding the acquisition of up to fourteen percent (14%) of the Company’s total and voting capital, represented by Affected Shares issued by the Company and the Subscription Rights assigned to said Affected Shares pertaining to XX XXXXX while XX XXXXX holds fifty-one percent (51%) of the Company’s total and voting capital and provided that, after the exercise of such Preemptive Right, it remains holding fifty-one percent (51%) of the Company total and voting capital. In the event of transfer by XX XXXXX of all of its Affected Shares and Subscription Rights, if any, in a single sale transaction, Portugal Telecom shall not be entitled to the exercise of the preemptive right set forth herein on the acquisition of any Affected Shares and Subscription Rights of XX XXXXX, as the case may be; however, the rights set forth in this Agreement shall be guaranteed, including the first offer and tag along pursuant to Section X hereof. 8.1.1. Thus, the Shareholders shall not sell, assign, transfer, whether freely or for consideration, directly or indirectly, contribute to the capital of another company, transmit or dispose of, under any circumstance, their “Affected Shares Subject to the Preemptive Right” (as defined in items (a) and (b) of this Section 8.1), and shall not sell, assign, contribute to the capital or another company, transfer, whether freely or for consideration, directly or indirectly, transmit or dispose of, under any circumstance, of their Subscription Rights assigned to the Affected Shares Subject to the Preemptive Right, except if subject to the provisions below of this Section VIII.