SUBJECT OF THE CONTRACT. 2.1 The Seller undertakes to sell to the Purchaser, who undertakes to buy from the Seller, at the terms and conditions specified in this Contract, a certain quantity of ordinary Telecom Italia S.p.A. shares, with a nominal value of 0.55 Euros each, regular use (hereinafter referred to as the "SHARES") at a purchase price (hereinafter referred to as the "PURCHASE PRICE") in any case not above a price of 3.50 Euros per Share (the "MAXIMUM PRICE"). The quantity of Shares subject to sale and the Purchase Price will be established on the basis of Article 4 below. 2.2 If, between the date of this Contract and the Closing date (as defined in Article 5.1 below), the average weighted price per ordinary Telecom Italia S.p.A. share (the Official Price) is higher than the Maximum Price for a period of seven consecutive days on which the Stock Exchange is open (hereinafter, the "SIGNIFICANT EVENT"), one of the Parties may ask the other Party to arrange a meeting, during which the Parties will negotiate in good faith any modifications to the conditions set in this Contract for purchasing the Shares. The meeting will be set up by the end of the three consecutive days on which the Stock Exchange is open after receipt of the request of the more diligent Party, but the request for a meeting may no longer be presented, and the resulting prerogatives of the Seller will be considered to have been waived, after five consecutive days on which the Stock Exchange is open from the occurrence of the Significant Event (note that this waiving has no effect in relation to any eventual repetition of a Significant Event). If no agreement is reached within the five consecutive days on which the Stock Exchange is open after the date of the meeting (the "CONSULTATION TERM"), the Seller will sell to the Purchaser, and the Purchaser will buy from the Seller, at the Purchase Price, the quantity of Shares which, on that date, are owned by the Seller in accordance with this Contract and whose extent will be promptly communicated to the Purchaser. The transfer of the Shares to the Purchaser will take place by the seventh consecutive day on which the Stock Exchange is open after the date of the Consultation Term.
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Telecom Italia S P A)
SUBJECT OF THE CONTRACT. 2.1 The Seller undertakes to sell to the Purchaser, who undertakes to buy from the Seller, at the terms and conditions specified in this Contract, a certain quantity of ordinary Telecom Italia S.p.A. shares, with a nominal value of 0.55 Euros each, regular use (hereinafter referred to as the "SHARES") at a purchase price (hereinafter referred to as the "PURCHASE PRICE") in any case not above a price of 3.50 Euros per Share (the "MAXIMUM PRICE"). The quantity of Shares subject to sale and the Purchase Price will be established on the basis of Article 4 below.
2.2 If, between the date of this Contract and the Closing date (as defined in Article 5.1 below), the average weighted price per ordinary Telecom Italia S.p.A. share (the Official Price) is higher than the Maximum Price for a period of seven consecutive days on which the Stock Exchange is open (hereinafter, the "SIGNIFICANT EVENT"), one of the Parties may ask the other Party to arrange a meeting, during which the Parties will negotiate in good faith any modifications to the conditions set in this Contract for purchasing the Shares. The meeting will be set up by the end of the three consecutive days on which the Stock Exchange is open after receipt of the request of the more diligent Party, Party but the request for a meeting may no longer be presented, and the resulting prerogatives of the Seller will be considered to have been waived, after five consecutive days on which the Stock Exchange is open from the occurrence of the Significant Event (note that this waiving has no effect in relation to any eventual repetition of a Significant Event). If no agreement is reached within the five consecutive days on which the Stock Exchange is open after the date of the meeting (the "CONSULTATION TERM"), the Seller will sell to the Purchaser, and the Purchaser will buy from the Seller, at the Purchase Price, the quantity of Shares which, on that date, are owned by the Seller in accordance with this Contract and whose extent will be promptly communicated to the Purchaser. The transfer of the Shares to the Purchaser will take place by the seventh consecutive day on which the Stock Exchange is open after the date of the Consultation Term.
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Telecom Italia S P A)
SUBJECT OF THE CONTRACT. 2.1 The Seller undertakes to sell to the Purchaser, who undertakes to buy from the Seller, at the terms and conditions specified in this Contract, a certain quantity of ordinary Telecom Italia S.p.A. shares, with a nominal value of 0.55 Euros each, regular use (hereinafter referred to as the "SHARESShares") at a purchase price (hereinafter referred to as the "PURCHASE PRICEPurchase Price") in any case not above a price of 3.50 Euros per Share (the "MAXIMUM PRICEMaximum Price"). The quantity of Shares subject to sale and the Purchase Price will be established on the basis of Article 4 5 below.
2.2 If, between the date of this Contract and the Closing date (as defined in Article 5.1 6.1 below), the average weighted price per ordinary Telecom Italia S.p.A. share (the Official Price) is higher than the Maximum Price for a period of seven consecutive days on which the Stock Exchange is open (hereinafter, the "SIGNIFICANT EVENTSignificant Event"), one of the Parties may ask the other Party to arrange a meeting, during which the Parties will negotiate in good faith any modifications to the conditions set in this Contract for purchasing the Shares. The meeting will be set up by the end of the three consecutive days on which the Stock Exchange is open after receipt of the request of the more diligent Party, but the request for a meeting may no longer be presented, and the resulting prerogatives of the Seller will be considered to have been waived, after five consecutive days on which the Stock Exchange is open from the occurrence of the Significant Event (note that this waiving has no effect in relation to any eventual repetition of a Significant Event). If no agreement is reached within the five consecutive days on which the Stock Exchange is open after the date of the meeting (the "CONSULTATION TERMConsultation Term"), the Seller will sell to the Purchaser, and promptly inform the Purchaser will buy from if, provided the Sellercircumstances permit this, at the Purchase Price, the quantity of Shares which, on that date, are owned by the Seller in accordance with this Contract and whose extent will be promptly communicated it intends to the Purchaser. The transfer make use of the Shares to the Purchaser will take place by the seventh consecutive day on which the Stock Exchange is open after the date of the Consultation Term.right specified in Article 2.3 below. If not, Article
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Edizione Holding Spa)
SUBJECT OF THE CONTRACT. 2.1 The Seller undertakes to sell to the Purchaser, who undertakes to buy from the Seller, at the terms and conditions specified in this Contract, a certain quantity of ordinary Telecom Italia S.p.A. shares, with a nominal value of 0.55 Euros each, regular use (hereinafter referred to as the "SHARESShares") at a purchase price (hereinafter referred to as the "PURCHASE PRICEPurchase Price") in any case not above a price of 3.50 Euros per Share (the "MAXIMUM PRICEMaximum Price"). The quantity of Shares subject to sale and the Purchase Price will be established on the basis of Article 4 below.
2.2 If, between the date of this Contract and the Closing date (as defined in Article 5.1 below), the average weighted price per ordinary Telecom Italia S.p.A. share (the Official Price) is higher than the Maximum Price for a period of seven consecutive days on which the Stock Exchange is open (hereinafter, the "SIGNIFICANT EVENTSignificant Event"), one of the Parties may ask the other Party to arrange a meeting, during which the Parties will negotiate in good faith any modifications to the conditions set in this Contract for purchasing the Shares. The meeting will be set up by the end of the three consecutive days on which the Stock Exchange is open after receipt of the request of the more diligent Party, Party but the request for a meeting may no longer be presented, and the resulting prerogatives of the Seller will be considered to have been waived, after five consecutive days on which the Stock Exchange is open from the occurrence of the Significant Event (note that this waiving has no effect in relation to any eventual repetition of a Significant Event). If no agreement is reached within the five consecutive days on which the Stock Exchange is open after the date of the meeting (the "CONSULTATION TERMConsultation Term"), the Seller will sell to the Purchaser, and the Purchaser will buy from the Seller, at the Purchase Price, the quantity of Shares which, on that date, are owned by the Seller in accordance with this Contract and whose extent will be promptly communicated to the Purchaser. The transfer of the Shares to the Purchaser will take place by the seventh consecutive day on which the Stock Exchange is open after the date of the Consultation Term.
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Edizione Holding Spa)
SUBJECT OF THE CONTRACT. 2.1 The Seller undertakes to sell to the Purchaser, who undertakes to buy from the Seller, at the terms and conditions specified in this Contract, a certain quantity of ordinary Telecom Italia S.p.A. shares, with a nominal value of 0.55 Euros each, regular use (hereinafter referred to as the "SHARES") at a purchase price (hereinafter referred to as the "PURCHASE PRICE") in any case not above a price of 3.50 Euros per Share (the "MAXIMUM PRICE"). The quantity of Shares subject to sale and the Purchase Price will be established on the basis of Article 4 5 below.
2.2 If, between the date of this Contract and the Closing date (as defined in Article 5.1 6.1 below), the average weighted price per ordinary Telecom Italia S.p.A. share (the Official Price) is higher than the Maximum Price for a period of seven consecutive days on which the Stock Exchange is open (hereinafter, the "SIGNIFICANT EVENT"), one of the Parties may ask the other Party to arrange a meeting, during which the Parties will negotiate in good faith any modifications to the conditions set in this Contract for purchasing the Shares. The meeting will be set up by the end of the three consecutive days on which the Stock Exchange is open after receipt of the request of the more diligent Party, but the request for a meeting may no longer be presented, and the resulting prerogatives of the Seller will be considered to have been waived, after five consecutive days on which the Stock Exchange is open from the occurrence of the Significant Event (note that this waiving has no effect in relation to any eventual repetition of a Significant Event). If no agreement is reached within the five consecutive days on which the Stock Exchange is open after the date of the meeting (the "CONSULTATION TERM"), the Seller will sell to the Purchaser, and promptly inform the Purchaser will buy from if, provided the Sellercircumstances permit this, at the Purchase Price, the quantity of Shares which, on that date, are owned by the Seller in accordance with this Contract and whose extent will be promptly communicated it intends to the Purchaser. The transfer make use of the Shares to the Purchaser will take place by the seventh consecutive day on which the Stock Exchange is open after the date of the Consultation Term.right specified in Article 2.3 below. If not, Article
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Telecom Italia S P A)
SUBJECT OF THE CONTRACT. 2.1 The Seller undertakes to sell to the Purchaser, who undertakes to buy from the Seller, at the terms and conditions specified in this Contract, a certain quantity of ordinary Telecom Italia S.p.A. shares, with a nominal value of 0.55 Euros each, regular use (hereinafter referred to as the "SHARES") at a purchase price (hereinafter referred to as the "PURCHASE PRICE") in any case not above a price of 3.50 Euros per Share (the "MAXIMUM PRICE"). The quantity of Shares subject to sale and the Purchase Price will be established on the basis of Article 4 5 below.
2.2 If, between the date of this Contract and the Closing date (as defined in Article 5.1 6.1 below), the average weighted price per ordinary Telecom Italia S.p.A. share (the Official Price) is higher than the Maximum Price for a period of seven consecutive days on which the Stock Exchange is open (hereinafter, the "SIGNIFICANT EVENT"), one of the Parties may ask the other Party to arrange a meeting, during which the Parties will negotiate in good faith any modifications to the conditions set in this Contract for purchasing the Shares. The meeting will be set up by the end of the three consecutive days on which the Stock Exchange is open after receipt of the request of the more diligent Party, Party but the request for a meeting may no longer be presented, and the resulting prerogatives of the Seller will be considered to have been waived, after five consecutive days on which the Stock Exchange is open from the occurrence of the Significant Event (note that this waiving has no effect in relation to any eventual repetition of a Significant Event). If no agreement is reached within the five consecutive days on which the Stock Exchange is open after the date of the meeting (the "CONSULTATION TERM"), the Seller will sell to the Purchaser, and promptly inform the Purchaser will buy from if, provided the Sellercircumstances permit this, at the Purchase Price, the quantity of Shares which, on that date, are owned by the Seller in accordance with this Contract and whose extent will be promptly communicated it intends to the Purchaser. The transfer make use of the Shares to the Purchaser will take place by the seventh consecutive day on which the Stock Exchange is open after the date of the Consultation Term.right specified in Article 2.3 below. If not, Article
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Telecom Italia S P A)
SUBJECT OF THE CONTRACT. 2.1 The Seller undertakes to sell to the Purchaser, who undertakes to buy from the Seller, at the terms and conditions specified in this Contract, a certain quantity of ordinary Telecom Italia S.p.A. shares, with a nominal value of 0.55 Euros each, regular use (hereinafter referred to as the "SHARESShares") at a purchase price (hereinafter referred to as the "PURCHASE PRICEPurchase Price") in any case not above a price of 3.50 Euros per Share (the "MAXIMUM PRICEMaximum Price"). The quantity of Shares subject to sale and the Purchase Price will be established on the basis of Article 4 below.
2.2 If, between the date of this Contract and the Closing date (as defined in Article 5.1 below), the average weighted price per ordinary Telecom Italia S.p.A. share (the Official Price) is higher than the Maximum Price for a period of seven consecutive days on which the Stock Exchange is open (hereinafter, the "SIGNIFICANT EVENTSignificant Event"), one of the Parties may ask the other Party to arrange a meeting, during which the Parties will negotiate in good faith any modifications to the conditions set in this Contract for purchasing the Shares. The meeting will be set up by the end of the three consecutive days on which the Stock Exchange is open after receipt of the request of the more diligent Party, but the request for a meeting may no longer be presented, and the resulting prerogatives of the Seller will be considered to have been waived, after five consecutive days on which the Stock Exchange is open from the occurrence of the Significant Event (note that this waiving has no effect in relation to any eventual repetition of a Significant Event). If no agreement is reached within the five consecutive days on which the Stock Exchange is open after the date of the meeting (the "CONSULTATION TERMConsultation Term"), the Seller will sell to the Purchaser, and the Purchaser will buy from the Seller, at the Purchase Price, the quantity of Shares which, on that date, are owned by the Seller in accordance with this Contract and whose extent will be promptly communicated to the Purchaser. The transfer of the Shares to the Purchaser will take place by the seventh consecutive day on which the Stock Exchange is open after the date of the Consultation Term.
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Edizione Holding Spa)
SUBJECT OF THE CONTRACT. 2.1 The Seller undertakes to sell to the Purchaser, who undertakes to buy from the Seller, at the terms and conditions specified in this Contract, a certain quantity of ordinary Telecom Italia S.p.A. shares, with a nominal value of 0.55 Euros each, regular use (hereinafter referred to as the "SHARESShares") at a purchase price (hereinafter referred to as the "PURCHASE PRICEPurchase Price") in any case not above a price of 3.50 Euros per Share (the "MAXIMUM PRICEMaximum Price"). The quantity of Shares subject to sale and the Purchase Price will be established on the basis of Article 4 5 below.
2.2 If, between the date of this Contract and the Closing date (as defined in Article 5.1 6.1 below), the average weighted price per ordinary Telecom Italia S.p.A. share (the Official Price) is higher than the Maximum Price for a period of seven consecutive days on which the Stock Exchange is open (hereinafter, the "SIGNIFICANT EVENTSignificant Event"), one of the Parties may ask the other Party to arrange a meeting, during which the Parties will negotiate in good faith any modifications to the conditions set in this Contract for purchasing the Shares. The meeting will be set up by the end of the three consecutive days on which the Stock Exchange is open after receipt of the request of the more diligent Party, Party but the request for a meeting may no longer be presented, and the resulting prerogatives of the Seller will be considered to have been waived, after five consecutive days on which the Stock Exchange is open from the occurrence of the Significant Event (note that this waiving has no effect in relation to any eventual repetition of a Significant Event). If no agreement is reached within the five consecutive days on which the Stock Exchange is open after the date of the meeting (the "CONSULTATION TERMConsultation Term"), the Seller will sell to the Purchaser, and promptly inform the Purchaser will buy from if, provided the Sellercircumstances permit this, at the Purchase Price, the quantity of Shares which, on that date, are owned by the Seller in accordance with this Contract and whose extent will be promptly communicated it intends to the Purchaser. The transfer make use of the Shares to the Purchaser will take place by the seventh consecutive day on which the Stock Exchange is open after the date of the Consultation Term.right specified in Article 2.3 below. If not, Article
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Edizione Holding Spa)