Shareholders within the same Group Clause Samples

Shareholders within the same Group. Following a Permitted Transfer, where there are two or more Shareholders that are members of the same Group, the Shareholders agree that the following provisions shall apply: (A) the Shareholder which holds the most Shares (the “Principal Shareholder”) shall exercise the rights arising under this agreement or otherwise in relation to the Company on behalf of all other Shareholders within the relevant Shareholder’s Group (each, a “Secondary Shareholder”) and where those Shareholders hold the same number of Shares, one Shareholder shall be designated the Principal Shareholder; (B) other than for the purposes of determining the economic rights attaching to each Share, this agreement shall apply as if the Principal Shareholder and all other Secondary Shareholders are one Shareholder and are either the Liberty Global Shareholder or the Telefónica Shareholder (as applicable); (C) all the rights of all other Secondary Shareholders under this agreement shall be exercised exclusively by the Principal Shareholder; (D) any notice given by the Principal Shareholder under this agreement shall be deemed also to be given by all other Secondary Shareholders; and (E) any notice required to be given to any other Secondary Shareholder shall be given also to the Principal Shareholder and any purported exercise by any other Secondary Shareholder shall be disregarded. Where this clause 15.8 applies, the Company shall be entitled to, and shall only, act in accordance with the terms of this clause 15.8.