- for a declaration that (i) "PTV is in breach of a material obligation under the Shareholders’ Agreement by reason of the Oi acquisition", and, therefore, (ii) "upon a notice of termination being served upon PTV by all three Respondents terminating the Shareholders’ Agreement PTV shall be obliged to negotiate in good faith with a view to selling its shares (...)";1 and
- "in the event that any of [PTV’s] claims for damages succeeds", an "order that the Claimant pay damages or an indemnity to the First Respondent for damages due to breach of Article 6 of the Shareholders’ Agreement".2
"None of the SHAREHOLDERS shall sell, assign, transfer, pledge, encumber, hypothecate or in any other manner dispose of or part with its right, title or interest in any shares in Unitel (...), except in accordance with the provisions of this clause 6 or with the consent of the other Parties." [Underline added]
"If any of the SHAREHOLDERS (selling party) desires to transfer any or all of its shares in Unitel, the selling party shall give notice of its intention to transfer (...). Such notice shall constitute an offer to the other SHAREHOLDERS (...)." [Underline added]
(a) Dismiss Vidatel’s counterclaims;
(b) Order Vidatel to pay all costs and expenses incurred by PTV in defending Vidatel’s counterclaims; and
(c) Grant any and all other relief that it may deem necessary and appropriate.
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