This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Debenture Subscription Agreement • February 27th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
transactions; (iii) the merger of the totality of shares issued by Oi by Telemar Participações S.A. (“Telemar Participações”), which shall be referred to as “Corpco”, with the conversion of Oi into Corpco’s wholly-owned subsidiary (“Merger of Oi’s Shares into Corpco”); and (iv) the merger of Portugal Telecom SGPS into Corpco, as a result of which Portugal Telecom SGPS will cease to exist (“Merger of Portugal Telecom into Corpco”);
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Subscription Agreement • February 27th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
Now, Therefore, the Parties resolve to enter into this Subscription Agreement for Shares pf Capital Stock Issued by Oi (“Agreement”), which shall be governed by the provisions described below:
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Debenture Subscription Agreement • February 27th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
the companies that hold (a) the totality of its operating assets, except for direct or indirect equity interests held in Oi and in Contax Participações S.A. and (b) the liabilities of Portugal Telecom SGPS on the date of contribution (“Oi’s Capital Increase”); (ii) a corporate restructuring in Oi’s chain of control (“Restructuring of Telemar Participações”), comprising several stages and successive merger and spin-off transactions; (iii) the merger of the totality of shares issued by Oi by Telemar Participações S.A. (“Telemar Participações”), which shall be referred to as “Corpco”, with the conversion of Oi into Corpco’s wholly-owned subsidiary (“Merger of Oi’s Shares into Corpco”); and (iv) the merger of Portugal Telecom SGPS into Corpco, as a result of which Portugal Telecom SGPS will cease to exist (“Merger of Portugal Telecom into Corpco”);
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Shareholders Agreement • February 27th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this...Debenture Subscription Agreement • February 27th, 2014 • Portugal Telecom SGPS Sa • Radiotelephone communications
TELEMAR PARTICIPAÇÕES S.A., a publicly-held corporation with principal place of business at Praia de Botafogo 300, 11th Floor, suite 1101 (part), Botafogo, in the City of Rio de Janeiro, State of Rio de Janeiro, enrolled with the Corporate Taxpayers’ Register (CNPJ/MF) under No. 02.107.946/0001-87, herein represented pursuant to its By-laws (“Issuer”; “Company” or “Telemar Participações”); and
