Transfer limitations. The Parties acknowledge that the provisions under article 8.2 of the Shareholders’ Agreement and under article 7 of Telco’s By-Laws shall not apply to the transfer of the Italian Telco Shares from the Sellers to TE pursuant to this article 5. To the extent necessary for the performance of the obligations under this article 5, the Parties undertake to cooperate in good faith and exercise all their powers and rights to cause Telco’s shareholders’ meeting convened pursuant to article 2.1 above to amend Telco’s By-Laws so to exclude the application of article 7 of Telco’s By-Laws to the transfer of the Italian Telco Shares from the Sellers to TE pursuant to this article 5, unanimously waiving or amending, if necessary, any such requirements both at Telco’s By-Laws’ or Shareholders’ Agreement’s level.
