This excerpt taken from the MTA 20-F filed May 11, 2005.
3.1 Subject to and in accordance with the terms of this Agreement, Sellers hereby sell and the Purchaser hereby buys the Transfer Quotas, including all rights and obligations attaching or accruing to the Transfer Quotas, Free of any and all Third Party Rights.
3.2 Sellers hereby undertake to transfer at the Registration Date to Purchaser the Transfer Quotas and Purchaser undertakes to accept the Transfer Quotas as of the Registration Date.
3.3 Title to and the risk in the Transfer Quotas shall pass from Sellers to Purchaser as of the Registration Date.
3.4 The Completion of this Agreement shall take place subject to the following conditions being satisfied or waived on or prior to the Completion Date in accordance with this Article;
a. The Initial Capital Increase being duly registered by the Court of Registration;
b. Sellers adopting a valid quotaholders resolution on splitting-up the Total T-Systems Quota in order to create the T-Systems Quota, and presenting to Purchaser an original copy thereof:
c. Sellers and the Company state that neither of them intend to exercise their statutory pre-emptive rights regarding the T-Systems Quota and the TS BV Quota respectively, and instructing the management of the Company to modify the quotaholders list of the Company in accordance with she safe and purchase of the Transfer Quotas and to ensure the Filing of the appropriate application with the Court of Registration; and presenting to Purchaser an original copy of each related declaration;
d. Purchaser and T-Systems signing Version B of the Articles of Association as required by the Quotaholders Agreement and attached