Common use of Conditional Put Clause in Contracts

Conditional Put. (a) If there is a Change of Control relating to a Group, the other Group shall have the right to put (the “Put”) all but not less than all of the Company Shares held by it to any of the Shareholders being part of the Group which is the subject of the Change of Control (the “Target Shareholder”) at a value determined by an Independent Valuation. The payment for the Company Shares under this Put shall be made, at the option of the Group exercising the Put, either: (i) in cash; or (ii) subject to the applicable laws and regulations and subject to any adjustments pursuant to Section 1.6.3 of the Subscription Agreement and Sections 2.6(a)(Y)(ii) and 2.11(b) above, in kind [*]. (iii) [*]. (b) [*]. (c) In addition to the settlement of the obligations arising out of the exercise of the Put, TEF Group will have a call option to purchase up to 50% (fifty percent) of that portion of the Global Telecom Interest still not transferred to the Company as a Contribution, as set forth in Section 1.6.1 of the Subscription Agreement. (d) The Put can be exercised by written notice delivered to the Target Shareholder within 6 (six) months from the date on which the other Group becomes aware of the relevant Change of Control. The consummation of any transfer of the relevant Company Shares pursuant to Section 5.6(a) above shall occur as promptly as practicable but in no event later than (i) 30 (thirty) days after the delivery of the Independent Valuations in case the Group exercising the Put elected payment in cash, and (ii) 60 (sixty) days after the delivery of the Independent Valuations in case the Group exercising the Put elected payment in kind, at the time and place as may be agreed upon by the Target Shareholder and the Group exercising the Put; provided that if such transfer is subject to the prior (i) fulfilment of legal or regulatory requirements, and/or (ii) approval by any regulatory agency (including, without limitation, ANATEL, CVM or any other Governmental Authority with jurisdiction over the Company and the Subsidiaries), the time period during which such transfer may be consummated shall be extended until the expiration of 5 (five) Business Days after all such requirements have been fulfilled and/or such approvals shall have been received. In connection with the consummation of the transfer as contemplated herein, the involved parties shall deliver to each other all documents reasonably required to be executed in connection with the transfer of the relevant Company Shares. The Parties undertake to use their reasonable efforts to fulfill any such requirements and to obtain any such necessary approval as soon as practicable.

Conditional Put. (a) If there is a Change of Control relating to a Group, the other Group shall have the right to put (the “"Put”") all but not less than all of the Company Shares held by it to any of the Shareholders being part of the Group which is the subject of the Change of Control (the “"Target Shareholder”") at a value determined by an Independent Valuation. The payment for the Company Shares under this Put shall be made, at the option of the Group exercising the Put, either: (i) in cash; or (ii) subject to the applicable laws and regulations and subject to any adjustments pursuant to Section 1.6.3 of the Subscription Agreement and Sections 2.6(a)(Y)(ii) and 2.11(b) above, in kind [*]. (iii) [*]. (b) [*]. (c) In addition to the settlement of the obligations arising out of the exercise of the Put, TEF Group will have a call option to purchase up to 50% (fifty percent) of that portion of the Global Telecom Interest still not transferred to the Company as a Contribution, as set forth in Section 1.6.1 of the Subscription Agreement. (d) The Put can be exercised by written notice delivered to the Target Shareholder within 6 (six) months from the date on which the other Group becomes aware of the relevant Change of Control. The consummation of any transfer of the relevant Company Shares pursuant to Section 5.6(a) above shall occur as promptly as practicable but in no event later than (i) 30 (thirty) days after the delivery of the Independent Valuations in case the Group exercising the Put elected payment in cash, and (ii) 60 (sixty) days after the delivery of the Independent Valuations in case the Group exercising the Put elected payment in kind, at the time and place as may be agreed upon by the Target Shareholder and the Group exercising the Put; provided that if such transfer is subject to the prior (i) fulfilment of legal or regulatory requirements, and/or (ii) approval by any regulatory agency (including, without limitation, ANATEL, CVM or any other Governmental Authority with jurisdiction over the Company and the Subsidiaries), the time period during which such transfer may be consummated shall be extended until the expiration of 5 (five) Business Days after all such requirements have been fulfilled and/or such approvals shall have been received. In connection with the consummation of the transfer as contemplated herein, the involved parties shall deliver to each other all documents reasonably required to be executed in connection with the transfer of the relevant Company Shares. The Parties undertake to use their reasonable efforts to fulfill any such requirements and to obtain any such necessary approval as soon as practicable.

Conditional Put. (a) If there is a Change of Control relating to a Group, the other Group shall have the right to put (the “Put”) all but not less than all of the Company Shares held by it to any of the Shareholders being part of the Group which is the subject of the Change of Control (the “Target Shareholder”) at a value determined by an Independent Valuation. The payment for the Company Shares under this Put shall be made, at the option of the Group exercising the Put, either: (i) in cash; or (ii) subject to the applicable laws and regulations and subject to any adjustments pursuant to Section 1.6.3 of the Subscription Agreement and Sections 2.6(a)(Y)(ii) and 2.11(b) above, in kind [*].**] or (iii) in kind, [***], Section 5.6.(a)(ii)(A), or (y) [***] in Section 5.6(a)(ii)(A) and Section 5.6(a)(ii)(B), or (z) [***] Section 5.6(a)(ii)(A), Section 5.6(a)(ii)(C) and Section 5.6(a)(ii)(D), provided that, in the event that the Put is exercised while the Balance Capital Contributions have not been transferred to the Company due to regulatory restraints, the Group exercising the Put shall be entitled to receive, under Section 5.6(a)(ii)(B) above, [***] of the [***] solely by any one of the Groups and not balanced by the other Group; and in such case the provisions of Section 5.6(iii) shall be construed and applied accordingly. Payment of the price defined under Section 5.6(a)(ii) or (iii) above due to the Group exercising the Put will be combined with a cash settlement for the difference between [***]. The value of the Company and of each of its assets will be determined by an Independent Valuation in accordance with Sections 1.4 and 1.5 of the Subscription Agreement. (b) The Target Shareholder acknowledges and expressly agrees that, if it fails to structure otherwise the fulfilment of its obligation hereunder in favour of the Group exercising the Put, the Target Shareholder [***] the Company, and the Company [***] Target Shareholder, [***]. The Target Shareholder [***]. The Target Shareholder shall indemnify and hold harmless the Company and the Group exercising the Put against any and all costs and Taxes incurred by the Company or said Group pursuant to this Section 5.6. (c) In addition to the settlement of the obligations arising out of the exercise of the Put, TEF Group will have a call option to purchase up to 50% (fifty percent) of that portion of the Global Telecom Interest still not transferred to the Company as a Contribution, as set forth in Section 1.6.1 of the Subscription Agreement. (d) The Put can be exercised by written notice delivered to the Target Shareholder within 6 (six) months from the date on which the other Group becomes aware of the relevant Change of Control. The consummation of any transfer of the relevant Company Shares pursuant to Section 5.6(a) above shall occur as promptly as practicable but in no event later than (i) 30 (thirty) days after the delivery of the Independent Valuations in case the Group exercising the Put elected payment in cash, and (ii) 60 (sixty) days after the delivery of the Independent Valuations in case the Group exercising the Put elected payment in kind, at the time and place as may be agreed upon by the Target Shareholder and the Group exercising the Put; provided that if such transfer is subject to the prior (i) fulfilment of legal or regulatory requirements, and/or (ii) approval by any regulatory agency (including, without limitation, ANATEL, CVM or any other Governmental Authority with jurisdiction over the Company and the Subsidiaries), the time period during which such transfer may be consummated shall be extended until the expiration of 5 (five) Business Days after all such requirements have been fulfilled and/or such approvals shall have been received. In connection with the consummation of the transfer as contemplated herein, the involved parties shall deliver to each other all documents reasonably required to be executed in connection with the transfer of the relevant Company Shares. The Parties undertake to use their reasonable efforts to fulfill any such requirements and to obtain any such necessary approval as soon as practicable.

Conditional Put. (a) If there is a Change of Control relating to a Group, the other Group shall have the right to put (the “Put”) all but not less than all of the Company Shares held by it to any of the Shareholders being part of the Group which is the subject of the Change of Control (the “Target Shareholder”) at a value determined by an Independent Valuation. The payment for the Company Shares under this Put shall be made, at the option of the Group exercising the Put, either: (i) in cash; or (ii) subject to the applicable laws and regulations and subject to any adjustments pursuant to Section 1.6.3 of the Subscription Agreement and Sections 2.6(a)(Y)(ii2.3(c) and 2.11(b2.7 (d) above, in kind [*].**] or (iii) in kind, [***] Section 5.6(a)(ii)(A), or (y) [***] in Section 5.6 (a)(ii)(A) and Section 5.6(a)(ii)(B), or (z) [***] Section 5.6(a)(ii)(A), Section 5.6(a)(ii)(C) and Section 5.6(a)(ii)(D), provided that, in the event that the Put is exercised while the Balance Capital Contributions have not been transferred to the Company due to regulatory restraints, the Group exercising the Put shall be entitled to receive, under Section 5.6(a)(ii)(B) above, [***] of the [***] solely by any one of the Groups and not balanced by the other Group; and in such case the provisions of Section 5.6(iii) shall be construed and applied accordingly. Payment of the price defined under Section 5.6(a)(ii) or (iii) above due to the Group exercising the Put will be combined with a cash settlement for the difference between [***]. The value of the Company and of each of its assets will be determined by an Independent Valuation in accordance with Sections 1.4 and 1.5 of the Subscription Agreement. (b) The Target Shareholder acknowledges and expressly agrees that, if it fails to structure otherwise the fulfillment of its obligation hereunder in favour of the Group exercising the Put, the Target Shareholder [***] the Company, and the Company [***] Target Shareholder, [***]. The Target Shareholder [***]. The Target Shareholder shall indemnify and hold harmless the Company and the Group exercising the Put against any and all costs and Taxes incurred by the Company or said Group pursuant to this Section 5.6. (c) In addition to the settlement of the obligations arising out of the exercise of the Put, TEF Group will have a call option to purchase up to 50% (fifty percent) of that portion of the Global Telecom Interest still not transferred to the Company as a Contribution, as set forth in Section 1.6.1 of the Subscription Agreement. (d) The Put can be exercised by written notice delivered to the Target Shareholder within 6 (six) months from the date on which the other Group becomes aware of the relevant Change of Control. The consummation of any transfer of the relevant Company Shares pursuant to Section 5.6(a) above shall occur as promptly as practicable but in no event later than (i) 30 (thirty) days after the delivery of the Independent Valuations in case the Group exercising the Put elected payment in cash, and (ii) 60 (sixty) days after the delivery of the Independent Valuations in case the Group exercising the Put elected payment in kind, at the time and place as may be agreed upon by the Target Shareholder and the Group exercising the Put; provided that if such transfer is subject to the prior (i) fulfilment of legal or regulatory requirements, and/or (ii) approval by any regulatory agency (including, without limitation, ANATEL, CVM or any other Governmental Authority with jurisdiction over the Company and the Subsidiaries), the time period during which such transfer may be consummated shall be extended until the expiration of 5 (five) Business Days after all such requirements have been fulfilled and/or such approvals shall have been received. In connection with the consummation of the transfer as contemplated herein, the involved parties shall deliver to each other all documents reasonably required to be executed in connection with the transfer of the relevant Company Shares. The Parties undertake to use their reasonable efforts to fulfill fulfil any such requirements and to obtain any such necessary approval as soon as practicable.

Conditional Put. (a) If there is a Change of Control relating to a Group, the other Group shall have the right to put (the “Put”) all but not less than all of the Company Shares held by it to any of the Shareholders being part of the Group which is the subject of the Change of Control (the “Target Shareholder”) at a value determined by an Independent Valuation. The payment for the Company Shares under this Put shall be made, at the option of the Group exercising the Put, either: (i) in cash; or (ii) subject to the applicable laws and regulations and subject to any adjustments pursuant to Section 1.6.3 of the Subscription Agreement and Sections 2.6(a)(Y)(ii) and 2.11(b) above, in kind [*].**] or (iii) in kind, [***], Section 5.6.(a)(ii)(A), or (y) [***] Section 5.6 (a)(ii)(A) and Section 5.6(a)(ii)(B), or (z) [***] Section 5.6(a)(ii)(A), Section 5.6(a)(ii)(C) and Section 5.6(a)(ii)(D), provided that, in the event that the Put is exercised while the Balance Capital Contributions have not been transferred to the Company due to regulatory restraints, the Group exercising the Put shall be entitled to receive, under Section 5.6(a)(ii)(B) above, [***] of the [***] solely by any one of the Groups and not balanced by the other Group; and in such case the provisions of Section 5.6(iii) shall be construed and applied accordingly. Payment of the price defined under Section 5.6(a)(ii) or (iii) above due to the Group exercising the Put will be combined with a cash settlement for the difference between [***]. The value of the Company and of each of its assets will be determined by an Independent Valuation in accordance with Sections 1.4 and 1.5 of the Subscription Agreement. (b) The Target Shareholder acknowledges and expressly agrees that, if it fails to structure otherwise the fulfilment of its obligation hereunder in favour of the Group exercising the Put, the Target Shareholder [***] the Company, and the Company [***] Target Shareholder, [***]. The Target Shareholder [***]. The Target Shareholder shall indemnify and hold harmless the Company and the Group exercising the Put against any and all costs and Taxes incurred by the Company or said Group pursuant to this Section 5.6. 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. (c) In addition to the settlement of the obligations arising out of the exercise of the Put, TEF Group will have a call option to purchase up to 50% (fifty percent) of that portion of the Global Telecom Interest still not transferred to the Company as a Contribution, as set forth in Section 1.6.1 of the Subscription Agreement. (d) The Put can be exercised by written notice delivered to the Target Shareholder within 6 (six) months from the date on which the other Group becomes aware of the relevant Change of Control. The consummation of any transfer of the relevant Company Shares pursuant to Section 5.6(a) above shall occur as promptly as practicable but in no event later than (i) 30 (thirty) days after the delivery of the Independent Valuations in case the Group exercising the Put elected payment in cash, and (ii) 60 (sixty) days after the delivery of the Independent Valuations in case the Group exercising the Put elected payment in kind, at the time and place as may be agreed upon by the Target Shareholder and the Group exercising the Put; provided that if such transfer is subject to the prior (i) fulfilment of legal or regulatory requirements, and/or (ii) approval by any regulatory agency (including, without limitation, ANATEL, CVM or any other Governmental Authority with jurisdiction over the Company and the Subsidiaries), the time period during which such transfer may be consummated shall be extended until the expiration of 5 (five) Business Days after all such requirements have been fulfilled and/or such approvals shall have been received. In connection with the consummation of the transfer as contemplated herein, the involved parties shall deliver to each other all documents reasonably required to be executed in connection with the transfer of the relevant Company Shares. The Parties undertake to use their reasonable efforts to fulfill any such requirements and to obtain any such necessary approval as soon as practicable.

Conditional Put. (a) If there is a Change of Control relating to a Group, the other Group shall have the right to put (the “Put”) all but not less than all of the Company Shares held by it to any of the Shareholders being part of the Group which is the subject of the Change of Control (the “Target Shareholder”) at a value determined by an Independent Valuation. The payment for the Company Shares under this Put shall be made, at the option of the Group exercising the Put, either: (i) in cash; or (ii) subject to the applicable laws and regulations and subject to any adjustments pursuant to Section 1.6.3 of the Subscription Agreement and Sections 2.6(a)(Y)(ii) and 2.11(b) above, in kind [*].**] or (iii) in kind, [***], Section 5.6.(a)(ii)(A), or (y) [***] Section 5.6 (a)(ii)(A) and Section 5.6(a)(ii)(B), or (z) [***] Section 5.6(a)(ii)(A), Section 5.6(a)(ii)(C) and Section 5.6(a)(ii)(D), provided that, in the event that the Put is exercised while the Balance Capital Contributions have not been transferred to the Company due to regulatory restraints, the Group exercising the Put shall be entitled to receive, under Section 5.6(a)(ii)(B) above, [***] of the [***] solely by any one of the Groups and not balanced by the other Group; and in such case the provisions of Section 5.6(iii) shall be construed and applied accordingly. Payment of the price defined under Section 5.6(a)(ii) or (iii) above due to the Group exercising the Put will be combined with a cash settlement for the difference between [***]. The value of the Company and of each of its assets will be determined by an Independent Valuation in accordance with Sections 1.4 and 1.5 of the Subscription Agreement. (b) The Target Shareholder acknowledges and expressly agrees that, if it fails to structure otherwise the fulfilment of its obligation hereunder in favour of the Group exercising the Put, the Target Shareholder [***] the Company, and the Company [***] Target Shareholder, [***]. The Target Shareholder [***]. The Target Shareholder shall indemnify and hold harmless the Company and the Group exercising the Put against any and all costs and Taxes incurred by the Company or said Group pursuant to this Section 5.6. 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. (c) In addition to the settlement of the obligations arising out of the exercise of the Put, TEF Group will have a call option to purchase up to 50% (fifty percent) of that portion of the Global Telecom Interest still not transferred to the Company as a Contribution, as set forth in Section 1.6.1 of the Subscription Agreement. (d) The Put can be exercised by written notice delivered to the Target Shareholder within 6 (six) months from the date on which the other Group becomes aware of the relevant Change of Control. The consummation of any transfer of the relevant Company Shares pursuant to Section 5.6(a) above shall occur as promptly as practicable but in no event later than (i) 30 (thirty) days after the delivery of the Independent Valuations in case the Group exercising the Put elected payment in cash, and (ii) 60 (sixty) days after the delivery of the Independent Valuations in case the Group exercising the Put elected payment in kind, at the time and place as may be agreed upon by the Target Shareholder and the Group exercising the Put; provided that if such transfer is subject to the prior (i) fulfilment of legal or regulatory requirements, and/or (ii) approval by any regulatory agency (including, without limitation, ANATEL, CVM or any other Governmental Authority with jurisdiction over the Company and the Subsidiaries), the time period during which such transfer may be consummated shall be extended until the expiration of 5 (five) Business Days after all such requirements have been fulfilled and/or such approvals shall have been received. In connection with the consummation of the transfer as contemplated herein, the involved parties shall deliver to each other all documents reasonably required to be executed in connection with the transfer of the relevant Company Shares. The Parties undertake to use their reasonable efforts to fulfill any such requirements and to obtain any such necessary approval as soon as practicable.