Examples of PT Group in a sentence
Subject to Section 6.4.(e) below, at the option of TEM, payment for the PT Group Company Shares may be made in (i) cash, (ii) shares in Telefónica and/or shares in TEM, or (iii) a combination of cash and shares in Telefónica and/or shares in TEM.
In the event the PT Group Put Exercise Term expires due to the PT Group building up its Interest in the Company to 50% and the PT Group has not exercised the PT Group Put, this will not prevent the exercise of the PT Group Put in the event the PT Group is diluted below 40% and the PT Group has not exercised its right to build up its Interest back to at least 40% of the total issued and outstanding share capital of the Company within the prescribed 6 month time period.
This notice will have the effect of an irrevocable exercise of the PT Group Put.
The Shareholders in the PT Group shall always exercise their voting rights on the Company Shares unanimously and the Shareholders in the TEF Group shall always exercise their voting rights on the Company Shares unanimously.
Except as stated otherwise in the PT Group Financial Statements or in Section 5.8 of the PT Group Disclosure Schedule, such PT Group Financial Statements (a) fairly present, in all material respects, the financial position of the PT Covered Assets as of the respective dates thereof, all in accordance with Brazilian GAAP consistently applied throughout the period indicated; and (b) are correct and complete in all material respects and are consistent with the books and records of the PT Covered Assets.
Each of the PT Covered Assets, is in compliance with all applicable laws, ordinances, rules and regulations of any Governmental Authority applicable to the PT Group, the PT Covered Assets, respectively, and their respective operations, except for violations, if any, which could not reasonably be expected to have a Material Adverse Effect.
All the representations and warranties made by the PT Group with respect to the PT Covered Assets shall also be deemed to have been made with respect to the Subsidiaries of each of the PT Covered Assets, if any.
The Initial Non-Transferring Party Offer may contain an offer to exercise the Right of First Refusal in (i) cash and/or PT shares in the event the Non-Transferring Party is a member of the PT Group, or (ii) in cash and/or Telefónica shares and/or TEM shares in the event the Non-Transferring Party is a member of the TEF Group.
Accordingly, the TEF Group and the PT Group shall transfer to the Company all their Interests in Wireless Properties and any New Acquisitions made by either Group or jointly by both Groups (as the case may be) as set forth in the Shareholders Agreement and in this Agreement.
Each of Portugal Telecom and PT Móveis has heretofore made available to TEM in Section 4.1 of the PT Group Disclosure Schedule complete and correct copies of the bylaws and the shareholders agreements of each of the PT Covered Assets as currently in effect.