Common use of Disposition Requirement Clause in Contracts

Disposition Requirement. If a Shareholder or any of its Affiliates shall engage in the Telecommunications Business in Mexico as permitted by Sections 5.2(b), 5.2(h), 5.2(i), 5.2(j) or (to the extent provided therein) 5.2(k), and the Person engaging in such Telecommunications Business becomes a major direct competitor of the Corporation, the Corporation may notify the Shareholder of such fact. If such notice is given, the Shareholder shall, within 60 days of receipt of such notice, either (a) offer (or cause the relevant Affiliate to offer) the Corporation the opportunity to purchase a one hundred percent (100%) interest in the Shareholder's or such Affiliate's share of such Telecommunications Business in Mexico at a price equal to one hundred percent (100%) of the fair market value of the Shareholder's (or its Affiliate's) interest and otherwise on the same terms and conditions as are then applicable to the Shareholder or such Affiliate, (b) if the Telecommunications Business in Mexico is not at the corporate or entity level of the Person in whom the Shareholder or its Affiliate owns an interest, but is rather at a subsidiary level, and it is impractical for the Shareholder to offer to sell the required interest to the Corporation at the corporate or entity level of such Telecommunications Business in Mexico, offer (or cause the relevant Affiliate to offer) the Corporation the opportunity to purchase an interest at the level at which the opportunity is available to the Shareholder or Affiliate (in which case the offered interest shall equal one hundred percent (100%) of the quotient of the value of such Telecommunications Business in Mexico divided by the total value of the interest owned by and opportunity available to the Shareholder (or Affiliate), determined as of the date of the proposed sale, and the price shall be the fair market value of the offered interest), (c) agree to divest itself of its interest in such Telecommunications Business in Mexico within one year of the date of the Corporation's notice, or (d) in the case of the Vodafone Shareholder Group, offer to sell to the Verizon Shareholder Group or its designee all of its Shares and, in the case of the Verizon Shareholder Group, offer to sell to any one or more members of the Vodafone Shareholder Group all of its Shares, in each case, at a price equal to the then current market value of such Shares, or if no market exists for such Shares, at the then fair market value thereof, in which case the Vodafone Shareholder Group or the Verizon Shareholder Group, as the case may be, shall have 15 days following written notice of such offer to accept such offer. The fair market value of any Series A Shares for which no market exists shall be the average closing market price on the New York Stock Exchange of the Series V American Depositary Share over the ten trading days immediately preceding the date of the written notice of such offer divided by the number of shares represented by such American Depositary Share.

Disposition Requirement. If a Shareholder or any of its Affiliates shall engage in the Telecommunications Business in Mexico as permitted by Sections 5.2(b), 5.2(h), 5.2(i), 5.2(j) or (to the extent provided therein5.2(h) 5.2(k), and the Person engaging in such Telecommunications Business becomes a major direct competitor of the Corporation, the Corporation may notify the Shareholder of such fact. If such notice is given, the Shareholder shall, within 60 days of receipt of such notice, either (a) offer (or cause the relevant Affiliate to offer) the Corporation the opportunity to purchase a one hundred percent (100%) % interest in the Shareholder's or such Affiliate's share of such Telecommunications Business in Mexico at a price equal to one hundred percent (100%) % of the fair market value of the Shareholder's (or its Affiliate's) interest and otherwise on the same terms and conditions as are then applicable to the Shareholder or such Affiliate, (b) if the Telecommunications Business in Mexico is not at the corporate or entity level of the Person in whom the Shareholder or its Affiliate owns an interest, but is rather at a subsidiary level, and it is impractical for the Shareholder to offer to sell the required interest to the Corporation at the corporate or entity level of such Telecommunications Business in Mexico, offer (or cause the relevant Affiliate to offer) the Corporation the opportunity to purchase an interest at the level at which the opportunity is available to the Shareholder or Affiliate (in which case the offered interest shall equal one hundred percent (100%) % of the quotient of the value of such Telecommunications Business in Mexico divided by the total value of the interest owned by and opportunity available to the Shareholder (or Affiliate), determined as of the date of the proposed sale, and the price shall be the fair market value of the offered interest), or (c) agree to divest itself of its interest in such Telecommunications Business in Mexico within one year of the date of the Corporation's notice, or (d) in the case of the Vodafone Xxxxxxx Shareholder Group, offer to sell to the Verizon BEL Shareholder Group or its designee all of its Shares and, in the case of the Verizon BEL Shareholder Group, offer to sell to any one or more members of the Vodafone Xxxxxxx Shareholder Group all of its Shares, in each case, at a price equal to the then current market value of such Shares, or if no market exists for such Shares, at the then fair market value thereof, in which case the Vodafone Xxxxxxx Shareholder Group or the Verizon BEL Shareholder Group, as the case may be, shall have 15 days following written notice of such offer to accept such offer. The fair market value of any Series A series of Shares for which no market exists shall be the average closing market price prices on the New York Stock Exchange of the Series V D American Depositary Share Shares and the Series L American Depositary Shares, in each case divided by the number of shares represented by such American Depositary Share, over the ten trading days immediately preceding the date of the written notice of such offer divided by the number of shares represented by such American Depositary Shareoffer.

Disposition Requirement. If a Shareholder or any of its Affiliates ------------------------ shall engage in the Telecommunications Business in Mexico as permitted by Sections 5.2(b), 5.2(h), 5.2(i), 5.2(j) or (to the extent provided therein) 5.2(k), and the Person engaging in such Telecommunications Business becomes a major direct competitor of the Corporation, the Corporation may notify the Shareholder of such fact. If such notice is given, the Shareholder shall, within 60 days of receipt of such notice, either (a) offer (or cause the relevant Affiliate to offer) the Corporation the opportunity to purchase a one hundred percent (100%) interest in the Shareholder's or such Affiliate's share of such Telecommunications Business in Mexico at a price equal to one hundred percent (100%) of the fair market value of the Shareholder's (or its Affiliate's) interest and otherwise on the same terms and conditions as are then applicable to the Shareholder or such Affiliate, (b) if the Telecommunications Business in Mexico is not at the corporate or entity level of the Person in whom the Shareholder or its Affiliate owns an interest, but is rather at a subsidiary level, and it is impractical for the Shareholder to offer to sell the required interest to the Corporation at the corporate or entity level of such Telecommunications Business in Mexico, offer (or cause the relevant Affiliate to offer) the Corporation the opportunity to purchase an interest at the level at which the opportunity is available to the Shareholder or Affiliate (in which case the offered interest shall equal one hundred percent (100%) of the quotient of the value of such Telecommunications Business in Mexico divided by the total value of the interest owned by and opportunity available to the Shareholder (or Affiliate), determined as of the date of the proposed sale, and the price shall be the fair market value of the offered interest), (c) agree to divest itself of its interest in such Telecommunications Business in Mexico within one year of the date of the Corporation's notice, or (d) in the case of the Vodafone Shareholder Group, offer to sell to the Verizon Shareholder Group or its designee all of its Shares and, in the case of the Verizon Shareholder Group, offer to sell to any one or more members of the Vodafone Shareholder Group all of its Shares, in each case, at a price equal to the then current market value of such Shares, or if no market exists for such Shares, at the then fair market value thereof, in which case the Vodafone Shareholder Group or the Verizon Shareholder Group, as the case may be, shall have 15 days following written notice of such offer to accept such offer. The fair market value of any Series A Shares for which no market exists shall be the average closing market price on the New York Stock Exchange of the Series V American Depositary Share over the ten trading days immediately preceding the date of the written notice of such offer divided by the number of shares represented by such American Depositary Share.