Common use of Exercise of the Call Option Clause in Contracts

Exercise of the Call Option. 3.5.1 The Call Option on the TI Shares shall become exercisable by TE upon verification of the following conditions: (a) the Board of Directors of Telco and/or O having resolved in the Relevant Telco’s Board of Directors Resolution to dispose, directly or indirectly in any form of manner (including through measures with equivalent effect, such as mergers or demergers of Telco) or encumber TI shares or any rights attached thereto (including but not limited to voting rights), pursuant to Clause 1.2(bb) of the Shareholders Agreement; and (b) TE being a Dissenting Shareholder pursuant to Clause 1.2(cc) of the Shareholders Agreement. 3.5.2 It is hereby understood and agreed that the Call Option shall not be exercisable in the following events: (i) the merger between Telco and O which may take place pursuant to Clause 1.1(d)(A) of the Shareholders’ Agreement; (ii) any encumbrance or pledge without voting rights which may be required by the lenders in connection with the refinancing of Telco or O, to the extent that the refinancing documents contains provisions, to be agreed and resolved beforehand by Telco or O Board of Directors, as the case may be, with the majority provided for by Clause 1.1(c) of the Shareholders Agreement, which reasonably protects the rights of TE to acquire the TI shares in the event that the enforcement of the encumbrance or the pledge is triggered; (iii) following the decision of the Telco/O’s Board of Directors to tender the TI shares in the context of a public tender offer, in which case Clause 28 of the Telco’s by-laws shall apply. Without prejudice to Article 3.10 below, following the exercise of the Call Option and upon payment of the TI Purchase Price, TE will become the owner of the TI Shares. Any further actions or steps to be taken following the exercise of the Call Option and the granting of any applicable regulatory and/or antitrust authorisation will be deemed to be merely performance of the obligations to deliver to TE the TI Shares, being it understood that the performance of the aforementioned actions and steps and the fulfilment of the aforementioned obligation will not affect the effectiveness of the transfer which will be deemed to have occurred following the exercise of the Call Option and upon granting of any applicable regulatory and/or antitrust authorisation.

Exercise of the Call Option. 3.5.1 2.5.1 The Call Option on the TI Olimpia Shares shall become exercisable by TE upon verification of the following conditions: (ai) the Board of Directors of Telco and/or O having resolved in the Relevant Telco’s Board of Directors Resolution to dispose, directly or indirectly in any form of manner (including through measures with equivalent effect, such as mergers or demergers of Telco) ), or encumber TI encumber, O shares or any rights attached thereto (including including, but not limited to to, voting rights), pursuant to Clause 1.2(bb) of the Shareholders Agreement; and (bii) TE being a Dissenting Shareholder pursuant to Clause 1.2(cc) of the Shareholders Agreement. 3.5.2 2.5.2 It is hereby understood and agreed that the Call Option shall not be exercisable in the following events: (i) the merger between Telco and O which may take place pursuant to Clause 1.1(d)(A) of the Shareholders’ Agreement;; and (ii) any encumbrance or pledge without voting rights which may be required by the lenders in connection with the refinancing of Telco or O, to the extent that the refinancing documents contains provisions, to be agreed and resolved beforehand by Telco or O Telco’s Board of Directors, as the case may be, Directors with the majority provided for by Clause 1.1(c) of the Shareholders Agreement, which reasonably protects the rights of TE to acquire the TI O shares in the event that the enforcement of the encumbrance or the pledge is triggered; (iii) following the decision of the Telco/O’s Board of Directors to tender the TI shares in the context of a public tender offer, in which case Clause 28 of the Telco’s by-laws shall apply. Without prejudice to Article 3.10 2.10 below, following the exercise of the Call Option and upon payment of the TI Olimpia Purchase Price, TE will become the owner of the TI Olimpia Shares. Any further actions or steps to be taken following the exercise of the Call Option and the granting of any applicable regulatory and/or antitrust authorisation will be deemed to be merely performance of the obligations to deliver to TE the TI Olimpia Shares, it being it understood that the performance of the aforementioned actions and steps and the fulfilment of the aforementioned obligation will not affect the effectiveness of the transfer which will be deemed to have occurred following the exercise of the Call Option and upon granting of any applicable regulatory and/or antitrust authorisation.

Exercise of the Call Option. 3.5.1 2.5.1 The Call Option on the TI Olimpia Shares shall become exercisable by TE upon verification of the following conditions: (ai) the Board of Directors of Telco and/or O having resolved in the Relevant Telco’s 's Board of Directors Resolution to dispose, directly or indirectly in any form of manner (including through measures with equivalent effect, such as mergers or demergers of Telco) ), or encumber TI encumber, O shares or any rights attached thereto (including including, but not limited to to, voting rights), pursuant to Clause 1.2(bb) of the Shareholders Agreement; and (bii) TE being a Dissenting Shareholder pursuant to Clause 1.2(cc) of the Shareholders Agreement. 3.5.2 2.5.2 It is hereby understood and agreed that the Call Option shall not be exercisable in the following events: (i) the merger between Telco and O which may take place pursuant to Clause 1.1(d)(A) of the Shareholders’ ' Agreement;; and (ii) any encumbrance or pledge without voting rights which may be required by the lenders in connection with the refinancing of Telco or O, to the extent that the refinancing documents contains provisions, to be agreed and resolved beforehand by Telco or O Telco's Board of Directors, as the case may be, Directors with the majority provided for by Clause 1.1(c) of the Shareholders Agreement, which reasonably protects the rights of TE to acquire the TI O shares in the event that the enforcement of the encumbrance or the pledge is triggered; (iii) following the decision of the Telco/O’s Board of Directors to tender the TI shares in the context of a public tender offer, in which case Clause 28 of the Telco’s by-laws shall apply. Without prejudice to Article 3.10 2.10 below, following the exercise of the Call Option and upon payment of the TI Olimpia Purchase Price, TE will become the owner of the TI Olimpia Shares. Any further actions or steps to be taken following the exercise of the Call Option and the granting of any applicable regulatory and/or antitrust authorisation will be deemed to be merely performance of the obligations to deliver to TE the TI Olimpia Shares, it being it understood that the performance of the aforementioned actions and steps and the fulfilment of the aforementioned obligation will not affect the effectiveness of the transfer which will be deemed to have occurred following the exercise of the Call Option and upon granting of any applicable regulatory and/or antitrust authorisation.

Exercise of the Call Option. 3.5.1 The Call Option on the TI Shares shall become exercisable by TE upon verification of the following conditions: (a) the Board of Directors of Telco and/or O having resolved in the Relevant Telco’s 's Board of Directors Resolution to dispose, directly or indirectly in any form of manner (including through measures with equivalent effect, such as mergers or demergers of Telco) or encumber TI shares or any rights attached thereto (including but not limited to voting rights), pursuant to Clause 1.2(bb) of the Shareholders Agreement; and (b) TE being a Dissenting Shareholder pursuant to Clause 1.2(cc) of the Shareholders Agreement. 3.5.2 It is hereby understood and agreed that the Call Option shall not be exercisable in the following events: (i) the merger between Telco and O which may take place pursuant to Clause 1.1(d)(A) of the Shareholders’ ' Agreement; (ii) any encumbrance or pledge without voting rights which may be required by the lenders in connection with the refinancing of Telco or O, to the extent that the refinancing documents contains provisions, to be agreed and resolved beforehand by Telco or O Board of Directors, as the case may be, with the majority provided for by Clause 1.1(c) of the Shareholders Agreement, which reasonably protects the rights of TE to acquire the TI shares in the event that the enforcement of the encumbrance or the pledge is triggered; (iii) following the decision of the Telco/O’s 's Board of Directors to tender the TI shares in the context of a public tender offer, in which case Clause 28 of the Telco’s 's by-laws shall apply. Without prejudice to Article 3.10 below, following the exercise of the Call Option and upon payment of the TI Purchase Price, TE will become the owner of the TI Shares. Any further actions or steps to be taken following the exercise of the Call Option and the granting of any applicable regulatory and/or antitrust authorisation will be deemed to be merely performance of the obligations to deliver to TE the TI Shares, being it understood that the performance of the aforementioned actions and steps and the fulfilment of the aforementioned obligation will not affect the effectiveness of the transfer which will be deemed to have occurred following the exercise of the Call Option and upon granting of any applicable regulatory and/or antitrust authorisation.