TELEFÔNICA BRASIL S Sample Clauses

TELEFÔNICA BRASIL S. A., a company organized, incorporated and existing under the laws of Brazil, with headquarters in the City of São Paulo, State of São Paulo, at Xx. Xxxxxxxxxx Xxxx Xxxxxx Xxxxxxx, 1376, Cidade Monções, 04571-936, enrolled with the Federal Taxpayers’ Registry (CNMJ/MF) 02.558.157/0001-62, duly represented by its undersigned legal representatives ("Vivo” or “Purchaser”);

TELEFÔNICA BRASIL S. A., a publicly-traded company, registered with the CNPJ under No. 02.558.157/0001-62, with headquarters and principal place of business at Axxxxxx Xxxxxxxxxx Xxxx Xxxxxx Xxxxxxx, No. 1376, São Paulo SP, CEP 04.571-936, herein represented pursuant to the provisions of its bylaws (“Telefônica”);

TELEFÔNICA BRASIL S. A., a Brazilian sociedade anônima (corporation) (the “Company”), proposes to issue and sell to the several international underwriters named in Schedule II hereto (the “International Underwriters”), for whom you are acting as managers (the “Managers”), the number of shares of its preferred shares, without par value, set forth in Schedule I hereto, in the form of American Depositary Shares (“ADSs”), each ADS representing one preferred share of the Company (such preferred shares, in the form of ADSs, being hereinafter referred to as the “Initial ADSs”). The Company also proposes to issue and sell to the several International Underwriters, at the option of the International Underwriters, up to the number of its preferred shares, without par value, set forth in Schedule I hereto in the form of ADSs, each ADS representing one preferred share of the Company, minus the number of Additional Shares (as defined below) sold by the Company as a result of the exercise by the Brazilian Underwriters (as defined below) of their option regarding such Additional Shares (as defined below) under the Brazilian Underwriting Agreement (as defined below), on the terms and subject to the conditions set forth below (such preferred shares in the form of ADSs being hereinafter referred to as the “Additional ADSs”). The Initial ADSs and the Additional ADSs are herein collectively referred to as the “Offered ADSs.” The preferred shares, without par value, of the Company represented by the Offered ADSs are hereinafter referred to as the “Underlying Shares.” The Offered ADSs will be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to the Second Amended and Restated Deposit Agreement, dated as of January 28, 2013 (the “Deposit Agreement”), among the Company, Citibank, N.A., as depositary (the “Depositary”), and the holders and beneficial owners of ADRs issued thereunder filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) as an exhibit to a registration statement (the file number of which is set forth in Schedule I hereto) on Form F-6 on December 23, 2014 pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company is concurrently entering into an agreement (the “Brazilian Underwriting Agreement”), dated the date hereof, providing for the sale by the Company of an aggregate of 236,803,588 preferred shares, without par value, of the Company (the “Initial Shares”) through arrangements with certain Brazilian ...

TELEFÔNICA BRASIL S. A. By: _______________________________ Name: Title: By: _______________________________ Name: Title: CITIBANK, N.A. By: _______________________________ Name: Title: EXHIBIT A [FORM OF ADR] Number CUSIP NUMBER: _______ _____________ American Depositary Shares (each American Depositary Share representing the right to receive one (1) fully paid common share) AMERICAN DEPOSITARY RECEIPT for AMERICAN DEPOSITARY SHARES representing DEPOSITED COMMON SHARES of TELEFÔNICA BRASIL S.A. (Incorporated under the laws of the Federative Republic of Brazil) CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, as depositary (the “Depositary”), hereby certifies that _____________is the owner of ______________ American Depositary Shares (hereinafter “ADS”) representing deposited common shares, including evidence of rights to receive such common shares (the “Shares”), of Telefônica Brasil S.A., a corporation incorporated under the laws of the Federative Republic of Brazil (the “Company”). As of the date of issuance of this ADR, each ADS represents the right to receive one (1) Share deposited under the Deposit Agreement (as hereinafter defined) with the Custodian, which at the date of issuance of this ADR is Citibank DTVM S.A. (the “Custodian”). The ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of the Deposit Agreement. The Depositary’s Principal Office is located at 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X.