Examples of TEF Group in a sentence
Notwithstanding Section 6.5 above, unless otherwise agreed by the TEF Group and the PT Group, neither Group shall have the right to cause the listing on any stock exchange of any securities in any entity which holds any Company Shares as its only significant asset and whose operations are primarily centred in Brazil.
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 set forth in Section 4.10 of the TEF Group Disclosure Schedule, since December 31, 2001, the business of TEF Covered Assets has been conducted in the ordinary course consistent with past practices and there has not been any change in the business, results of operations or financial condition of any of the TEF Covered Assets as described in the TEF Group Financial Statements, which could be reasonably be expected to have a Material Adverse Effect.
Except as stated otherwise in the TEF Group Financial Statements or in Section 4.8 of the TEF Group Disclosure Schedule, such TEF Group Financial Statements (a) fairly present, in all material respects, the financial position of the TEF 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 TEF Covered Assets.
Except as set forth in Section 4.13 of the TEF Group Disclosure Schedule, each of the TEF Covered Assets has all material permits, licenses, approvals and authorisations of all Governmental Authorities necessary to conduct its business as presently conducted except for those permits, licenses, approvals and authorisations which could not reasonably be expected to have a Material Adverse Effect.
The execution and delivery of this Agreement and the Shareholders Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorised by the board of directors of each of the members of the TEF Group, and no other corporate proceedings on the part of same are necessary to authorise the execution, delivery and performance of this Agreement, the Shareholders Agreement or the consummation of the transactions contemplated hereby and thereby.
All the representations and warranties made by the TEF Group with respect to the TEF Covered Assets shall also be deemed to have been made with respect to the Subsidiaries of each of the TEF Covered Assets, if any.
Each member of the TEF Group has the legal right, capacity and corporate power and authority to execute and deliver this Agreement and the Shareholders Agreement and consummate the transactions contemplated hereby and thereby.
Except (a) for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practices since the date of the TEF Group Financial Statements or (ii) which are duly reflected, or reserved against, in the TEF Group Financial Statements and (b) as otherwise disclosed herein or in Section 4.9 of the TEF Group Disclosure Schedule, none of the TEF Covered Assets has incurred any liabilities or obligations (whether direct, indirect, accrued or contingent).
Subject to the provisions of this Agreement and the Shareholders Agreement, each of the Parties confirms its objective to build the leading wireless and mobile telephone venture in Brazil by operating solely through the Company and otherwise to take, or refrain from taking, any actions in such a manner to permit the Company to fully comply with the Company Growth Principles, and to cause each of the TEF Group and PT Group to act in the same manner.