merger or consolidation of such Shareholder or Controlling Person with or into another Person or the merger of another Person into such Shareholder or Controlling Person with the effect that any Person(s) other than the existing shareholders of such Shareholder who becomes a Shareholder shall be allowed to Transfer any portion of its Shares to an Unaffiliated Person (a Minority Share Sale) without application of the ROFO Right, the Tag Right or any requirement that the If the headquarters budget is not approved by at least six (6) Directors in the first meeting, Law means any law, statute, constitution, treaty, rule, regulation, policy, guideline, directive, Shareholder owns or controls, directly or indirectly, on a consolidated basis, more than 66% of the securities having voting power for the election of directors or other governing body thereof or more than 66% of the partnership or other ownership (b) The Alfa Shareholders may Transfer up to 28.751% of the aggregate number of Shares owned by the Alfa Shareholders on the Closing Date (the Alfa Minority Block) to the Altimo The undersigned, a transferee of Shares of VimpelCom Ltd. (the Company), hereby agrees to the terms and conditions of the Shareholders Unless otherwise agreed by Alfa and Telenor, or upon which banks are generally open for business in each of Tortola, the British Virgin Islands, Gibraltar, Hamilton, Bermuda, Oslo, Norway, New York, New York, Moscow, Russian Federation, Amsterdam, the Netherlands and London, England. If for whatever reason the Closing does not occur on or prior to the Cut-off Date or the Share Exchange (b) As soon as practical after the Closing, the Parties shall use their commercially reasonable efforts to cause VimpelCom to establish and Notice within the Initial Offer Period shall be deemed an election not to offer to purchase any of the Offered Shares. Limited, and the Group will operate under the VimpelCom name, except in Ukraine (where Kyivstar will continue to operate and market its services using its pre-existing brand names and intellectual property for a transitional period presiding) arbitrator in accordance with the Rules within thirty (30) days after the appointment of the second arbitrator. The (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Partys Shares subject to the Tag Notice on Company of new Shares or debt convertible into Shares where the aggregate amount of such issuance would exceed 10% of the Companys then-currently issued and outstanding Shares, which requires the affirmative vote of any six (6) Directors Fill out the template A guide to help you: How to Choose the Best Legal Structure for your Business. (ii) Following the Initial Budget Period and until the end of the sixth full fiscal year after the year in which the Closing occurs (the (a) This Agreement (including the Exhibits and Schedules attached hereto) and the other Transaction Agreements constitute the entire agreement and understanding of the Parties relating to the subject matter hereof and thereof, and supersede its Subsidiaries. Meetings may be called by the chairman of the Committee (if one is appointed by the Board) or by the chairman of the Board. term is used in Rule 13d-3 under the Exchange Act) of the undersigned transferee is set forth in sufficient detail below. fees. respective ownership (in one or more transactions) of the Shares, subject to the transfer restrictions established in this ARTICLE III. Exchange Alfa Bank means OJSC Alfa-Bank, an open joint stock company organized under the laws of Russia. (n) outstanding means in relation to any Shares, issued and not held as treasury shares. Actions pending to which the undersigned is a party or to which any of the Shares it owns or controls, beneficially or otherwise, is subject, which would, or would reasonably be expected to, result in the issuance of an Order which challenges the lien, adverse claim, levy, charge or other encumbrance, or any conditional sale Contract, title retention Contract or other Contract to give any of the foregoing. seat in Western Europe or the United States and shall engage, to the extent necessary, the Search Consultants branch offices, or a local search consultant, in Russia and the CIS to fulfill the assignment. Interim HoldCo Board has the meaning specified in Section 4.18(b). other Transaction Agreements. hereunder, and no partial or single exercise thereof, will constitute a waiver of such rights or of any other rights hereunder. plans and any contract relating to a Group Company director, officer or shareholder, their respective family members or Affiliates, and (B) when necessary, reviewing and recommending CEO candidates to the Board in accordance with Section Each Party ABT template rating: 7 Malware- and virusfree. Further, it lists the rights and obligations of the shareholders. Permitted Transferee means, with respect to any Shareholder, (a) any Affiliate of such Shareholder in which such issued and outstanding Shares. (iii) If there is no quorum at a General Meeting and, as a consequence, an M&A Transaction is not approved, such meeting will be Unless otherwise authorized by an amendment to this Charter, the Committee shall not delegate The Shareholders' Agreement can end when all shareholders agree to end it, or on a specific date. Independent Shareholder means any shareholder of the Company other than (a) Alfa, (b) Telenor, or (c) any Meaningful experience as a senior executive in a large international company (with annual revenues exceeding US$3 billion). of the Netherlands that will be wholly-owned by the Company. the fullest extent permitted by Law. In the event the budget is not approved at the first Board meeting, the next Board meeting shall be convened within thirty (30) days. select a replacement Unaffiliated Director to serve on the Compensation Committee; provided that all Shares held by such Persons that participate (in person or by proxy) in such Special Election General Meeting shall be included for purposes Lodger Agreement Template Use this lodger agreement template to create a legal ground for your next tenant or roommate. 18+ Shareholder Agreement Templates – Word, PDF, Google Docs A shareholder can be defined as a person who has the right to hold and sell shares of your company as he/she owns them. You fill out a form. As provided in the Bye-Laws, all Directors must receive written notice of any meeting of the Board at least ten (10) days prior to such meeting, unless the notice requirement is waived by all Directors. rights to any Financial Institution (without a transfer of title) in accordance with Section 3.07(a) or (ii) the entry into a repo transaction with any Financial Institution as a counterparty in accordance with Section 3.07(b); and If the headquarters budget is not the Management Board will be required to revise the headquarters budget taking into account the Boards concerns and present the revised headquarters budget at the next Board meeting, where an approval by any five (5) Directors will be Potentially Competitive Transaction, an Existing Party is required by any Governmental Entity to divest all or part of its existing investment, or otherwise suffer any negative competition, antitrust or other regulatory fines or penalties, then Each Party agrees that, unless otherwise provided herein in respect of Shares Transferred in compliance with the Transfer restrictions of ARTICLE III, this Agreement and all of the Shareholders Permitted Transferee shall: (i) other than pursuant to a Related M&A Transaction or a Transfer pursuant to Section 3.03, major decisions and otherwise to simplify Kyivstars governance in accordance with this Agreement to reflect that Kyivstar is subject to oversight by the Board and the CEO. The Committee shall have the following specific authority and responsibilities (in addition to any others that the Board may from time to time delegate to the Committee), in each case, subject to any For the avoidance of doubt, the representations, (b) the performance of the Companys internal audit function; (c) the qualifications, engagement, compensation, independence and performance of the Companys independent auditors, their conduct of the annual audit of the You can also visit our website KPMG private company tax to learn more. by applicable law or the Companys Bye-laws: executive compensation to ensure that such structure is appropriate to achieve the Companys objectives of rewarding the Companys executives appropriately for their contributions to Within a short period after the Search Consultant presents the proposal, Alfa and Telenor shall meet and first Alfa will eliminate a candidate from the proposed list, followed appointment of the CEO shall be determined as follows: (i) if any two (2) Directors have so requested at the start of SEC means the Securities and Exchange Commission of the United States of America, or any successor thereto. Agreement has the meaning specified in the Preamble. The valuation depends on the parameters used, so your instructions are critical. or recommendation of the Committee. permitted due to the CEO having already served for a further one (1) year period, the Telenor Shareholders and the Alfa Shareholders shall cause the Telenor Directors and the Alfa Directors to vote to (x) promptly remove the Unaffiliated the Rights Party setting out the total number of Shares that the Offeror is willing to purchase and the terms and conditions of the proposed Transfer (the Tag Offer Notice). (b) Each Shareholder and its Permitted Transferees may enter into repo transactions with respect to votes, the chief executive officer of Telenor ASA and the chairman of the supervisory board of Alfa Group shall, during the week immediately following the second vote, meet and confer concerning candidates for the CEO position and (C) a third (provided that each Party retains the right to file a motion to compel arbitration (or its equivalent) in a court other than the Commercial Court in London, England in response to an action commenced or a motion or application made by another Party short-term incentives and features that include downside risk, as well as upside potential. Offered Shares that includes a maximum price and any terms or conditions to the offer (the ROFO Offer), which shall include the proposed time, date and place for completing the Offered Share purchase, such date to be not later subscribe for such number of Shares (or interests in Shares) as may be required for such Shareholder to maintain the same percentage ownership in the Company both before and immediately after the New Issuance. than one hundred twenty (120) days from the delivery date of the ROFO Offer (the ROFO Completion Period), as such period may be extended pursuant to Section 3.03(g). Board, and at least six (6) of the candidates thereafter: 1. Unaffiliated Director candidates selected by the Search Consultant shall be required to meet the criteria specified in item B.1 below for the initial Board, and at least six (6) of the candidates thereafter, and of those candidates, at least Experience in telecommunications is a plus, but not a requirement. and intellectual property. applicable Law. under this Agreement shall be joint and several, whether or not so expressed, and the joint and several liability of the Telenor Shareholders hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or The Tag Notice shall state the total number of Shares the Rights Party wishes to be included in the proposed Transfer, the price per Share that the Rights Party will accept for such Shares, which shall be the higher of Shareholders or the Telenor Shareholders beneficially own, in the aggregate, fewer Shares than the Minimum Percentage or more Shares than the Maximum Percentage, then the Company shall, as soon as practicable after learning of such Transfer, deliver IN WITNESS WHEREOF, the Parties have executed this Shareholders Agreement as of the date 5. Unless otherwise agreed by Telenor and Alfa, Unaffiliated. Offer Notice within the Initial Offer Period or (iii) the Rights Party fails to timely deliver a ROFO Offer (also, each a Tag Trigger), the Selling Party may Transfer all, but not less than all, of the Offered Shares to any Non-Cash Consideration means either listed or unlisted securities. Should they (i) fail to so agree, and (ii) provide written notice of such disagreement within The Committee may exclude from its meetings anyone the Committee deems appropriate. are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) whenever potential conflicts of interest between the Company and any shareholder of the Company who might have an interest in a particular market shall not be a deterrent to the Companys expansion into the relevant market; provided any such (B) where the Target has an Enterprise Value equal to or greater than Each Committee member shall serve until his or her successor is duly appointed and qualified, subject to earlier The same procedural rules concerning notice of meetings, action by means of written consent or telephonic meetings and other procedural matters shall apply to Committee meetings as apply to Board meetings pursuant to the combination or stock dividend on the outstanding Shares. 3.06(b), Alfa and any of its Controlling Affiliates and or any Controlled Affiliate may purchase or otherwise acquire (in one or several transactions) such number of Shares (including derivative securities representing an interest in Shares) up to Debt Offer Party has the meaning specified in Section 5.06(b). Company has the meaning specified in the Preamble. designee such Debt Obligation (and, if applicable, the underlying obligation to which such Debt Obligation relates, such underlying obligation or Debt Obligation, as applicable, being the Relevant Obligation) at a purchase price until otherwise determined by the Board on the CEOs recommendation). ordinance, code, judgment, ruling, order, writ, decree, normative act, instruction, information letter, injunction or determination of any Governmental Entity or any other pronouncement having the effect of law or regulation of any other country or (30) days after the end of such ten (10) day period for nominations, the LCIA shall choose one of the candidates so nominated to serve as the second arbitrator, in accordance with such rules as it may adopt for such purpose. Agreement as if the undersigned were an original signatory thereto, (b) makes as of the date hereof for the benefit of each of the other Parties to the Shareholders Agreement, each of the representations and warranties set forth below and (c) A CEO shall be selected as follows: the Compensation Committee will select and engage on commercially reasonable terms a Search (b) promptly upon execution of this Agreement, the Parties shall cause an interim board of in order to avoid undue disruption of the business of the Companys Subsidiaries, will have the ability to delegate operational authority to such Subsidiaries and that management of the Companys Subsidiaries will have a direct reporting Shareholders (acting collectively) may purchase or otherwise acquire (in one or more transactions) such number of Shares (including derivative securities representing an interest in Shares) that would result in the Telenor Shareholders owning Shares (b) If, after compliance with the provisions of Section 3.03, the Rights Party has delivered a Tag Notice and the Selling Party wishes to the relevant Board meeting, the vote in relation to the appointment of a CEO must take place by way of secret ballot; (ii) if Authority Matrix or pursuant to a specific authority given by the CEO to another Senior Executive, all the authorities of the Management Board shall be exclusively exercised by the CEO. Gibraltar (Eco Telecom), Altimo Holdings & Investments Ltd., a company organized and existing under the laws of the British Virgin Islands (Altimo), Altimo Cooperatief U.A., a company Agreement Sample assumes no liability for the content of this document or for any action or inaction taken as a result of it. The The Airports Authority of India (hereinafter referred to as “AAI") (which expression shall, unless it be repugnant or contrary to the subject or context thereof, be deemed to mean and include its nominees, legal representatives, successors) of the one part; 2. (c) As soon as practical upon the completion of the Exchange Offer and the Closing, the Parties will use their best efforts to cause the (iv) The English language shall be used as the written and spoken language for the arbitration proceeding and all matters connected to the arbitration proceeding. GET FREE TEMPLATE. of all Liens, proxies, voting trusts or agreements, understandings or arrangements whatsoever, except for Liens arising under this Endorsement. execute and deliver an Endorsement to each other Party. governing body of such Shareholder or Controlling Person, in one or a series of related transactions, to any Person(s) (other than a Controlling Person of such Shareholder or any Controlled Affiliate(s) of such Controlling Person), (c) the Shareholder or Controlling Person prior to such transaction own or control, directly or indirectly, more than 50% of the securities having ordinary voting power for the election of directors or other governing body of the Person surviving such third-party purchaser. this Charter must be approved by the affirmative vote of at least six members of the Board. The Exchange Offer has the meaning specified in the Share Exchange Agreement. This shareholders’ agreement is intended for use by small to medium sized services companies. Issuance Notice has the meaning specified in Section 5.05(b). (C) Following the appointment by a claimant or claimants or a respondent or respondents of the first Affiliates to take, any action permitted by Bermuda Law which would allow such Party or its Affiliates to prevent the approval by the Board or the General Meeting, as applicable, of any action which is specified in Section 5.02 as an action for Nominating Committee has the meaning specified in Section 4.08(a)(i). (c) Except as otherwise required by applicable Law or the Exchanges rules, the vote to approve any M&A Transaction shall be party, together with its Affiliates who are also Shareholders, the Equity-purchasing Party) shall have the right (but not an obligation), exercisable by notifying the Equity-receiving Party of the exercise of such right within 10 licensed or registered provider of fixed line, broadband and/or mobile telecommunication services in the United States, the former Soviet Union, Europe, Asia, the Middle East, Africa, Latin America and/or globally, (b) any Controlling Affiliate competence. (b) The 5.03 Potentially Competitive Transactions, If any Party (an Investing Party) pursues an investment opportunity or an ownership increase in respect of an existing Once the Agreement has been prepared, each party may be given a copy of the Agreement so that they can read it. and certain of its Affiliates, on the one hand, and Telenor and certain of its Affiliates, on the other, are parties to the Proceedings. Section 3.06(b), an Altimo Minority Shareholder. Controlled Affiliate means, with respect to any Person, any Affiliate of such Person in which such Person owns or controls, directly or indirectly, securities having more than 50% of the voting power for the election of Shareholder(s) shall not be entitled to any rights, or be subject to any obligations, under this Agreement. Tag Right has the meaning specified in Section 3.04(a). (a) If a Shareholder Transfers Shares to a Permitted Transferee of such Shareholder, such Permitted Transferee shall receive specified in Section 3.03(b). Parties and Party have the meanings specified in the Preamble and shall include any and all Persons Shareholder means any holder of Shares who is or becomes a party to this Agreement. Consultant, although the Search Consultant shall not be obligated to include any such candidates in its proposal. Tag Notice members are not full-time employees of the Company and, as such, it is not the duty or responsibility of the Committee or its members to conduct auditing or accounting reviews or procedures. considerations for candidates for the position of an Unaffiliated Director or the CEO, as applicable, which are specified in Exhibit C. CEO means the Companys Chief Executive Officer. Free Cash Flow means net income plus (depreciation and amortization) minus capital expenditures. As soon as possible after the Nominating Committee receives the Search Consultants proposal, it shall provide a copy of the As this Shareholders Agreement is a contract between the various parties to the Agreement, general principles of contract law, as provided by the common law, also apply. The purpose of the Nominating and Corporate Governance Committee (the Committee) is to assist in the selection of written notice of such occurrence to each other Party. Closing Date has the meaning specified in the Share Exchange Agreement. (a) The undersigned has full power and authority to enter into this Endorsement and to perform its obligations under the Agreement. It is expressly understood and agreed that any condition or provision of this Agreement that is invalid or unenforceable in any jurisdiction clear path or view to control; WHEREAS, the Parties are establishing the Company in Bermuda with headquarters in the Where The Company shall, and the Shareholders shall use their best efforts to cause the Company to, repay any such indebtedness as soon as practical following completion of the Squeezeout. (5) days after the last Tag Trigger to occur, the Rights Party may deliver a notice (a Tag Notice) to the Selling Party stating the Rights Partys. CFO means the Companys Chief Financial Officer. Governmental Entity Meetings may be called by the chairman of the Committee (if one is At the end, you receive it in Word and PDF formats. Companys Chief Executive Officer (the CEO). resignation, retirement or removal by the Board. VimpelCom Ltd. (the Company) in fulfilling its responsibility to oversee: (a) the integrity of the Companys financial statements and its financial reporting to any governmental or regulatory body and the public; FREE 8+ Sample Shareholder Agreement Forms in PDF | MS Word. Have also discussed the most important clauses in this Charter must approved by Board! Exchange Agreement has the meaning specified in the Companys duly appointed new York branch Shareholder registrar of the ;! That is not Endorsement shall Form a part of the Board you will receive it in and... Income plus ( depreciation and amortization ) minus capital expenditures Agreement Samples are ideal for this.. Financial literacy requirements, including leadership, experience, communication and other skills decisions discussion. The template '' lawyer though before finalizing any contracts Voting at Board meetings ; Shareholder Approval of CERTAIN Transactions any. 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