OTHER AMENDMENTS TO THE SHAREHOLDERS’ AGREEMENT AND THE CO-INVESTMENT AGREEMENT. 8.1 The Parties agree that the last two paragraph of Article 5 of the Shareholders’ Agreement shall be eliminated and substituted by the two following new paragraphs: “The Parties agree that if any competent antitrust or regulatory authorities in any country shall impose on TE or on TI any burden or divestment finally confirmed by the competent authorities (the “Burden”) resulting from the completion of the Second Reserved Capital Increase, the conversion of Class C shares in Class B shares (referred to in Article 3 above) and the TE’s Call Option (the “Subsequent Transactions”), then TE (in case the Burden is imposed on TE) or each of the Parties (in case the Burden is imposed on TI) will have the right to request a De-merger as provided for in Article 1.2(cc) of this Shareholders’ Agreement, provided that such right to request the De-merger can only be exercised if (i) TE decides to continue with the relevant Subsequent Transaction, despite of such Burden; and (ii) such right to request the De-merger is exercised within 15 (fifteen) days from the day on which such Burden is finally confirmed by the competent authorities. The Parties agree that in the event that a Subsequent Transaction is subject to conditions precedent by competent antitrust or regulatory authorities which require TE to reduce its prerogatives and rights in terms of governance in Telco and/or in TI and, notwithstanding such conditions precedent, TE decides to proceed with such Subsequent Transaction, then TE shall be bound to satisfy such conditions precedent and the Parties shall agree in good faith the amendments to this Shareholders’ Agreement which, while preserving the fulfilment of such conditions precedent, shall preserve as much as possible the overall spirit underlying this Shareholders’ Agreement.”
