Permitted Transferees; Transfers in the Context of Consolidation. (a) Notwithstanding anything in this Agreement to the contrary, each Shareholder of a Group may freely transfer all or part of its Company Shares to a Permitted Transferee without the consent of the Shareholders in the other Group and without compliance with the Right of First Refusal provisions hereof and the Tag-Along Right, provided that the Permitted Transferee shall, as a condition for any such transfer, have agreed in writing to be bound by the terms of this Agreement and the Subscription Agreement, and to be jointly and severally liable for any debt, liability or obligation of the Transferring Party under this Agreement or the Subscription Agreement, irrespective of whether such obligation, debt or liability arises prior or subsequent to any such transfer.
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Samples: Shareholders Agreement (Telefonica S A), Shareholders Agreement (Telefonica Mobile Inc), Shareholders Agreement (Portugal Telecom SGPS Sa)
Permitted Transferees; Transfers in the Context of Consolidation. (a) Notwithstanding anything in this Agreement to the contrary, each Shareholder of a Group may freely transfer all or part of its Company Shares to a Permitted Transferee without the consent of the Shareholders in the other Group and without compliance with the Right of First Refusal provisions hereof and the Tag-Along Right, provided that the Permitted Transferee shall, as a condition for any such transfer, have agreed in writing to be bound by the terms of this Agreement and the Subscription Agreement, and to be jointly and severally liable for any debt, liability or obligation of the Transferring Party under this Agreement or the Subscription Agreement, irrespective of whether such obligation, debt or liability arises prior or subsequent to any such transfer.. 29 / 67
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