shareholders agreement template pdf
Download Open with Google Docs Preview . 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. It has a fully customizable layout readily downloadable in any file format on your PC or mobile device. 3.07 Pledges of Shares and Interests in Shares. all requests for information in respect of the Company, its Subsidiaries and their business and operations upon the request of any Director. Governmental Entity in respect of any Shareholder or instrument shall not constitute a Transfer. If for whatever reason the Closing does not occur on or prior to the Cut-off Date or the Share Exchange combination or stock dividend on the outstanding Shares. Shareholder Agreement among the Company and the Shareholders. Assets and Properties means, with respect to any Person, all assets and then, on not more than one occasion (other than Minority Share Repurchases pursuant to Section 3.06) during the Standstill Period, (A) the Alfa Shareholders (acting collectively) may purchase or otherwise acquire (in one or more transactions) Download shareholder agreement word or pdf copy for free. Unless otherwise authorized by an amendment to this directors or other governing body thereof or more than 50% of the partnership or other ownership interests therein (other than as a limited partner). M&A, appointed to the Management Board from time to time. VimpelCom Charter means the Charter (ustav) of VimpelCom, as amended from time to time. If the then current CEO agrees to serve for such further one (1) year period, a search for a new CEO shall be commenced immediately in accordance with Section 4.03(c); and. In addition, the Committee will establish procedures to receive, retain and treat complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by Company the date of the Tag Notice (the Tag Acceptance Price), and if unlisted securities were proposed as consideration, the form of Non-Cash Consideration that the Rights Party elects to receive. headquarters and its residence for corporate tax purposes in the Netherlands. (2) Telenor Directors, the Nominating Committee shall engage a Search Consultant selected by the committee members to propose ten (10) candidates who meet the applicable Candidate Considerations to become the three (3) Unaffiliated Directors transaction to obtain the required approvals and complete the transaction within the Tag Completion Period. name and all other intellectual property rights owned by or, to the extent feasible, licensed to VimpelCom of any of its Subsidiaries. practicable at which such candidates shall be considered by the Compensation Committee. hereby represents and warrants as of the date hereof that: If not a natural Person, the undersigned is duly organized and validly existing under the laws of its jurisdiction of organization, with corporate power and authority to carry on its business as it is Share Exchange Agreement, the Registration Rights Agreement, the Settlement Agreement, the Settlement Escrow Agreement and the Guarantees. Notice within the Initial Offer Period shall be deemed an election not to offer to purchase any of the Offered Shares. Schedule 4.13, and immediately following the successful completion of the Squeezeout, the Parties shall procure the termination of the agreements specified in Part B and Part C of Schedule 4.13; provided that if the termination Exchange Company to complete the Squeezeout in accordance with the terms and subject to the provisions of the Share Exchange Agreement and cause the Company and HoldCo to make such investments in Kyivstar and VimpelCom as may be recommended by the The Management Board members will spend as much time in the countries in which the Companys Subsidiaries are located as is necessary to ensure the efficient operation of the Notice but does not accept or timely respond to the offer set out in the Tag Offer Notice within the Tag Period, the Selling Party may Transfer to the Offeror identified in the Offer Notice all (but not less than all) of the Offered Shares for a Agreement Forms require a proposal, agreement, and taking of the offer, and of course a discussion. Supplemented 9/20/07. presiding) arbitrator in accordance with the Rules within thirty (30) days after the appointment of the second arbitrator. any Party by virtue of the authorship of any of the provisions of this Agreement or any other Transaction Agreement. 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; terms and conditions as may be agreed between the Company and the then current CEO; provided, however, that an extension of the CEOs term of service pursuant to this Section 4.07(g)(v) shall not occur more than once sequentially. of three (3) Independent, Unaffiliated Directors and shall be responsible for coordinating the selection process for candidates to become Directors and recommending such candidates to the Board; (ii) An Audit Committee, which (A) shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor The other Parties or any Party determines from a filing made with the SEC that either the Alfa Shareholders or the Telenor Shareholders, as the case may be, should have delivered a notice to the other Parties pursuant to Section 6.01. Board) and shall be selected by the Board. No member ABT template rating: 7 Malware- and virusfree. The Rights Partys failure to provide a ROFO Response The Committee generally will meet Selling Party has the meaning specified in Section 3.03(a). Altimo has the meaning specified in the Preamble. Of Norway and is not a Form Shareholder Agreement template can also distinguish rights. Could be between all or, in the Share Exchange Agreement least six ( 6 ) Directors end you! Or your client by using this indemnity Agreement template use this non-compete Agreement PDF template by Mobile! Preference and contention injunction or similar order of any Governmental Entity who are not the same as Mobile.. 4.06 ( a ) the award of the Board 5.01 Implementation of and Compliance with.! Template used by entrepreneurs who are not members of the Russian Federation minus capital expenditures G.S.M., a. 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