Common use of Cellular Chairmen Deadlocks Clause in Contracts

Cellular Chairmen Deadlocks. (a) If, after (i) the holding of good faith negotiations and (ii) discussions between the Shareholders or the Directors (as the case may be) in at least 2 (two) different meetings of the corresponding corporate body of the Company, any resolution to be passed or approval to be given by the Shareholders, or any resolution to be passed or proposal to be made by the Board of Directors (as the case may be) constituting a Cellular Chairmen Issue (as defined below), results in a deadlock (a “Cellular Chairmen Deadlock”), which deadlock shall also be considered to occur if the Shareholders Meeting or the Board of Directors cannot take place due to the absence of a quorum, then, at the request of any Shareholder, the Shareholders shall observe the following procedure to resolve such Cellular Chairmen Deadlock (the “Deadlock Resolution Procedure”): (A) 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 Móveis (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. In holding such discussions, the Cellular Chairmen shall always make their determination based on the best interests of the Company in achieving and in compliance with the Company Growth Principles, and the basic principles underlying the ultimate goals of this Agreement and the Subscription Agreement. (B) In the event the Cellular Chairmen are unable to resolve the Cellular Chairmen Deadlock within said 15 (fifteen) days period, the Cellular Chairmen Deadlock will be submitted by the Shareholders and the Cellular Chairmen to the Chairmen (the “Group Chairmen”) and the Chief Executive Officers (the “Group CEO`s”) of Telefónica, and Portugal Telecom, who shall meet to attempt to find a final solution and resolve the Cellular Chairmen Deadlock. In their attempt to find a solution for the Cellular Chairmen Deadlock, the Group Chairmen and the Group CEO`s shall always make their determination based on the best interests of the Company in achieving and in compliance with the Company Growth Principles, and the basic principles underlying the ultimate goals of this Agreement and the Subscription Agreement. (b) In the event that, notwithstanding the efforts made by the Shareholders, the Cellular Chairmen, the Group Chairmen and the Group CEO`s, a Cellular Chairmen Deadlock remains unresolved for 90 (ninety) days calculated from the date on which the occurrence of such Cellular Chairmen Deadlock as set forth in Section 4.1.(a) has been notified by one of the Groups to the other Group, each Group shall be entitled during the 15 (fifteen) Business Days following the expiration of the aforesaid 90 (ninety) days period to (i) declare the existence of an irreconcilable difference with the Shareholders of the other Group (a “Cellular Chairmen Deadlock Event”), and (ii) at its option (a) propose in writing to the other Group the dissolution and liquidation of the Company, or (b) submit the Cellular Chairmen Deadlock Event to the Wise Persons in accordance with Section 4.2 below.

Cellular Chairmen Deadlocks. (a) If, after (i) the holding of good faith negotiations and (ii) discussions between the Shareholders or the Directors (as the case may be) in at least 2 (two) different meetings of the corresponding corporate body of the Company, any resolution to be passed or approval to be given by the Shareholders, or any resolution to be passed or proposal to be made by the Board of Directors (as the case may be) constituting a Cellular Chairmen Issue (as defined below), results in a deadlock (a “"Cellular Chairmen Deadlock”"), which deadlock shall also be considered to occur if the Shareholders Meeting or the Board of Directors cannot take place due to the absence of a quorum, then, at the request of any Shareholder, the Shareholders shall observe the following procedure to resolve such Cellular Chairmen Deadlock (the “"Deadlock Resolution Procedure”"): (A) 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 Móveis (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. In holding such discussions, the Cellular Chairmen shall always make their determination based on the best interests of the Company in achieving and in compliance with the Company Growth Principles, and the basic principles underlying the ultimate goals of this Agreement and the Subscription Agreement. (B) In the event the Cellular Chairmen are unable to resolve the Cellular Chairmen Deadlock within said 15 (fifteen) days period, the Cellular Chairmen Deadlock will be submitted by the Shareholders and the Cellular Chairmen to the Chairmen (the “"Group Chairmen”") and the Chief Executive Officers (the “"Group CEO`s”") of Telefónica, and Portugal Telecom, who shall meet to attempt to find a final solution and resolve the Cellular Chairmen Deadlock. In their attempt to find a solution for the Cellular Chairmen Deadlock, the Group Chairmen and the Group CEO`s shall always make their determination based on the best interests of the Company in achieving and in compliance with the Company Growth Principles, and the basic principles underlying the ultimate goals of this Agreement and the Subscription Agreement. (b) In the event that, notwithstanding the efforts made by the Shareholders, the Cellular Chairmen, the Group Chairmen and the Group CEO`s, a Cellular Chairmen Deadlock remains unresolved for 90 (ninety) days calculated from the date on which the occurrence of such Cellular Chairmen Deadlock as set forth in Section 4.1.(a) has been notified by one of the Groups to the other Group, each Group shall be entitled during the 15 (fifteen) Business Days following the expiration of the aforesaid 90 (ninety) days period to (i) declare the existence of an irreconcilable difference with the Shareholders of the other Group (a “"Cellular Chairmen Deadlock Event”"), and (ii) at its option (a) propose in writing to the other Group the dissolution and liquidation of the Company, or (b) submit the Cellular Chairmen Deadlock Event to the Wise Persons in accordance with Section 4.2 below.

Cellular Chairmen Deadlocks. (a) If, after (i) the holding of good faith negotiations and (ii) discussions between the Shareholders or the Directors (as the case may be) in at least 2 (two) different meetings of the corresponding corporate body of the Company, any resolution to be passed or approval to be given by the Shareholders, or any resolution to be passed or proposal to be made by the Supervisory Board of Directors or the Managing Board (as the case may be) constituting a Cellular Chairmen Issue (as defined below), results in a deadlock (a “Cellular Chairmen Deadlock”), which deadlock shall also be considered to occur if the Shareholders Meeting Meeting, the Supervisory Board or the Managing Board of Directors cannot take place due to the absence of a quorum, then, at the request of any Shareholder, the Shareholders shall observe the following procedure to resolve such Cellular Chairmen Deadlock (the “Deadlock Resolution Procedure”): (A) 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 Móveis (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 DirectorsSupervisory Board. In holding such discussions, the Cellular Chairmen shall always make their determination based on the best interests of the Company in achieving and in compliance with the Company Growth Principles, and the basic principles underlying the ultimate goals of this Agreement and the Subscription Agreement. (B) In the event the Cellular Chairmen are unable to resolve the Cellular Chairmen Deadlock within said 15 (fifteen) days period, the Cellular Chairmen Deadlock will be submitted by the Shareholders and the Cellular Chairmen to the Chairmen (the “Group Chairmen”) and the Chief Executive Officers (the “Group CEO`sCEO’s”) of Telefónica, and Portugal Telecom, who shall meet to attempt to find a final solution and resolve the Cellular Chairmen Deadlock. In their attempt to find a solution for the Cellular Chairmen Deadlock, the Group Chairmen and the Group CEO`s shall always make their determination based on the best interests of the Company in achieving and in compliance with the Company Growth Principles, and the basic principles underlying the ultimate goals of this Agreement and the Subscription Agreement. (b) In the event that, notwithstanding the efforts made by the Shareholders, the Cellular Chairmen, the Group Chairmen and the Group CEO`sCEO’s, a Cellular Chairmen Deadlock remains unresolved for 90 (ninety) days calculated from the date on which the occurrence of such Cellular Chairmen Deadlock as set forth in Section 4.1.(a) has been notified by one of the Groups to the other Group, each Group shall be entitled during the 15 (fifteen) Business Days following the expiration of the aforesaid 90 (ninety) days period to (i) declare the existence of an irreconcilable difference with the Shareholders of the other Group (a “Cellular Chairmen Deadlock Event”), and (ii) at its option (a) propose in writing to the other Group the dissolution and liquidation of the Company, or (b) submit the Cellular Chairmen Deadlock Event to the Wise Persons in accordance with Section 4.2 below.

Cellular Chairmen Deadlocks. (a) If, after (i) the holding of good faith negotiations and (ii) discussions between the Shareholders or the Directors (as the case may be) in at least 2 (two) different meetings of the corresponding corporate body of the Company, any resolution to be passed or approval to be given by the Shareholders, or any resolution to be passed or proposal to be made by the Board of Directors (as the case may be) constituting a Cellular Chairmen Issue (as defined below), results in a deadlock (a “Cellular Chairmen Deadlock”), which deadlock shall also be considered to occur if the Shareholders Meeting or the Board of Directors cannot take place due to the absence of a quorum, then, at the request of any Shareholder, the Shareholders shall observe the following procedure to resolve such Cellular Chairmen Deadlock (the “Deadlock Resolution Procedure”): (A) 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 Móveis (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. In holding such discussions, the Cellular Chairmen shall always make their determination based on the best interests of the Company in achieving and in compliance with the Company Growth Principles, and the basic principles underlying the ultimate goals of this Agreement and the Subscription Agreement. (B) In the event the Cellular Chairmen are unable to resolve the Cellular Chairmen Deadlock within said 15 (fifteen) days period, the Cellular Chairmen Deadlock will be submitted by the Shareholders and the Cellular Chairmen to the Chairmen (the “Group Chairmen”) and the Chief Executive Officers (the “Group CEO`sCEO’s”) of Telefónica, and Portugal Telecom, who shall meet to attempt to find a final solution and resolve the Cellular Chairmen Deadlock. In their attempt to find a solution for the Cellular Chairmen Deadlock, the Group Chairmen and the Group CEO`s CEO’s shall always make their determination based on the best interests of the Company in achieving and in compliance with the Company Growth Principles, and the basic principles underlying the ultimate goals of this Agreement and the Subscription Agreement. (b) In the event that, notwithstanding the efforts made by the Shareholders, the Cellular Chairmen, the Group Chairmen and the Group CEO`sCEO’s, a Cellular Chairmen Deadlock remains unresolved for 90 (ninety) days calculated from the date on which the occurrence of such Cellular Chairmen Deadlock as set forth in Section 4.1.(a) has been notified by one of the Groups to the other Group, each Group shall be entitled during the 15 (fifteen) Business Days following the expiration of the aforesaid 90 (ninety) days period to (i) declare the existence of an irreconcilable difference with the Shareholders of the other Group (a “Cellular Chairmen Deadlock Event”), and (ii) at its option (a) propose in writing to the other Group the dissolution and liquidation of the Company, or (b) submit the Cellular Chairmen Deadlock Event to the Wise Persons in accordance with Section 4.2 below.

Cellular Chairmen Deadlocks. (a) If, after (i) the holding of good faith negotiations and (ii) discussions between the Shareholders or the Directors (as the case may be) in at least 2 (two) different meetings of the corresponding corporate body of the Company, any resolution to be passed or approval to be given by the Shareholders, or any resolution to be passed or proposal to be made by the Board of Directors (as the case may be) constituting a Cellular Chairmen Issue (as defined below), results in a deadlock (a “Cellular Chairmen Deadlock”), which deadlock shall also be considered to occur if the Shareholders Meeting or the Board of Directors cannot take place due to the absence of a quorum, then, at the request of any Shareholder, the Shareholders shall observe the following procedure to resolve such Cellular Chairmen Deadlock (the “Deadlock Resolution Procedure”): (A) 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 Móveis (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. In holding such discussions, the Cellular Chairmen shall always make their determination based on the best interests of the Company in achieving and in compliance with the Company Growth Principles, and the basic principles underlying the ultimate goals of this Agreement and the Subscription Agreement. (B) In the event the Cellular Chairmen are unable to resolve the Cellular Chairmen Deadlock within said 15 (fifteen) days period, the Cellular Chairmen Deadlock will be submitted by the Shareholders and the Cellular Chairmen to the Chairmen (the “Group Chairmen”) and the Chief Executive Officers (the “Group CEO`sCEO’s”) of Telefónica, and Portugal Telecom, who shall meet to attempt to find a final solution and resolve the Cellular Chairmen Deadlock. In their attempt to find a solution for the Any text removed pursuant to Telefónica, S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. Cellular Chairmen Deadlock, the Group Chairmen and the Group CEO`s CEO’s shall always make their determination based on the best interests of the Company in achieving and in compliance with the Company Growth Principles, and the basic principles underlying the ultimate goals of this Agreement and the Subscription Agreement. (b) In the event that, notwithstanding the efforts made by the Shareholders, the Cellular Chairmen, the Group Chairmen and the Group CEO`sCEO’s, a Cellular Chairmen Deadlock remains unresolved for 90 (ninety) days calculated from the date on which the occurrence of such Cellular Chairmen Deadlock as set forth in Section 4.1.(a) has been notified by one of the Groups to the other Group, each Group shall be entitled during the 15 (fifteen) Business Days following the expiration of the aforesaid 90 (ninety) days period to (i) declare the existence of an irreconcilable difference with the Shareholders of the other Group (a “Cellular Chairmen Deadlock Event”), and (ii) at its option (a) propose in writing to the other Group the dissolution and liquidation of the Company, or (b) submit the Cellular Chairmen Deadlock Event to the Wise Persons in accordance with Section 4.2 below.

Cellular Chairmen Deadlocks. (a) If, after (i) the holding of good faith negotiations and (ii) discussions between the Shareholders or the Directors (as the case may be) in at least 2 (two) different meetings of the corresponding corporate body of the Company, any resolution to be passed or approval to be given by the Shareholders, or any resolution to be passed or proposal to be made by the Board of Directors (as the case may be) constituting a Cellular Chairmen Issue (as defined below), results in a deadlock (a “Cellular Chairmen Deadlock”), which deadlock shall also be considered to occur if the Shareholders Meeting or the Board of Directors cannot take place due to the absence of a quorum, then, at the request of any Shareholder, the Shareholders shall observe the following procedure to resolve such Cellular Chairmen Deadlock (the “Deadlock Resolution Procedure”): (A) 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 Móveis (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. In holding such discussions, the Cellular Chairmen shall always make their determination based on the best interests of the Company in achieving and in compliance with the Company Growth Principles, and the basic principles underlying the ultimate goals of this Agreement and the Subscription Agreement. (B) In the event the Cellular Chairmen are unable to resolve the Cellular Chairmen Deadlock within said 15 (fifteen) days period, the Cellular Chairmen Deadlock will be submitted by the Shareholders and the Cellular Chairmen to the Chairmen (the “Group Chairmen”) and the Chief Executive Officers (the “Group CEO`sCEO’s”) of Telefónica, and Portugal Telecom, who shall meet to attempt to find a final solution and resolve the Cellular Chairmen Deadlock. In their attempt to find a solution for the Any text removed pursuant to Telefónica Móviles S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. Cellular Chairmen Deadlock, the Group Chairmen and the Group CEO`s CEO’s shall always make their determination based on the best interests of the Company in achieving and in compliance with the Company Growth Principles, and the basic principles underlying the ultimate goals of this Agreement and the Subscription Agreement. (b) In the event that, notwithstanding the efforts made by the Shareholders, the Cellular Chairmen, the Group Chairmen and the Group CEO`sCEO’s, a Cellular Chairmen Deadlock remains unresolved for 90 (ninety) days calculated from the date on which the occurrence of such Cellular Chairmen Deadlock as set forth in Section 4.1.(a) has been notified by one of the Groups to the other Group, each Group shall be entitled during the 15 (fifteen) Business Days following the expiration of the aforesaid 90 (ninety) days period to (i) declare the existence of an irreconcilable difference with the Shareholders of the other Group (a “Cellular Chairmen Deadlock Event”), and (ii) at its option (a) propose in writing to the other Group the dissolution and liquidation of the Company, or (b) submit the Cellular Chairmen Deadlock Event to the Wise Persons in accordance with Section 4.2 below.