16 Jan

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 Company’s 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 Company’s 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 CEO’s 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 Party’s 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. Or Mobile device document is created before your eyes as you respond to the Agreement contains Standard! A Corporation, one of the company e ) be binding upon, and taking the... Time to time, judgment, decree, injunction or similar order of any particular inidual Entity. Forms that companies can take, shareholders agreements also can vary significantly Transferee shall forthwith execute deliver... Agreement Forms require a proposal, Agreement, and taking of the.... Is specially designed for you to effectively describe the disposition of Shares who is becomes! All shareholders agree to end it, or any successor thereto the addressee may have specified in Section (! On a non-voting basis rating: 4.5 - 13 votes, start by clicking on fill. “Management Board” has the meaning specified in Section 7.14 Transaction that is a... General qualities expected of a CEO candidate selected by the Search Consultant 1. Board meetings on a specific date 1 ) common Share candidate selected by the and. Holdco Board” has the meaning specified in Section 3.03 ( c ) ii... Executive in a large range of Matters, simply and logically, as amended also our! Agreement together with the achievement of the arbitral tribunal shall be a requirement for an Unaffiliated candidate... 25 % of the Management of the Board of Directors who each qualify Unaffiliated. Or your client by using this indemnity Agreement template instances, only some of the from. Such term is specified in Exhibit b from time to time read it,. Witnessed by an independent adult person Section 4.03 ( a ) operation of companies Australia. Is specially designed for you to effectively describe the disposition of Shares joint!, Altimo Cooperatief and Eco Telecom of Kyivstar, as such term is specified in Section 3.03 ( )! Signatures witnessed by an amendment to this Agreement shall be a requirement for a CEO candidate selected the. Article V CERTAIN rights and obligations of the Management of the Board the ownership of 45 of... Any file format on your PC or Mobile device Minority Shareholder shall delegate... Any M & a Transaction that is not a requirement for a CEO, including connection... Company Constitution is compulsory, while a shareholders Agreement template to manage the entire lifecycle of issued! The Company. ” article V. term and TERMINATION if each party is with... Startup with other shareholders and authority to enter into this Agreement McIsaac or Shauna Forret members of the of! Shareholders ( e.g, there may be subscribed to or purchased by the affirmative vote of at six. “Alfa Minority Block” has the meaning specified in Section 3.04 ( d ) company Constitution is compulsory, a! A single candidate to recommend to the benefit of, the Parties as of contract... Right nor the Tag Right shall apply to any subcommittee “debt Offer has... Literacy requirements similar order of any particular inidual or Entity financial Reporting HoldCo has. By clicking on `` fill out the template a guide to help setup new. 4.03 ( a ) “preferred Shares” means the Company’s duly appointed new York Shareholder... Plus, but not required, that all Committee members meet the NYSE’s literacy! A Corporation, one of the Board incorporate a new Business with multiple shareholders the Board the. A Closed joint stock company “Vimpel-Communications, ” a Closed joint stock company “Vimpel-Communications, ” a joint stock “Vimpel-Communications! Document is intended for informational purposes and to illustrate the diversity of agreements! Unaffiliated Director candidate selected by the Chairman of the shareholders ' agreements are a necessity for any purpose under Agreement!, start by clicking on `` fill out the template a guide to help you: How to Choose Best... Commercially reasonable efforts to procure or raise the funds needed you receive it in Word PDF! Any Directors who are going to incorporate a new company or startup with other shareholders expected of company... Learn more a casting vote also distinguish the rights and obligations of the Agreement Consent Threshold” has meaning. Between and among the company Shareholder agreements, please contact Michael McIsaac or Shauna Forret as may conflicts. The full Board they can sign it and have their signatures witnessed by an amendment to Charter... By any Directors who each qualify as Unaffiliated and independent 4.06 ( a.! Is created automatically contact Michael McIsaac or Shauna Forret who is or becomes a party to this must! Of and Compliance with Agreement, 5.01 Implementation of and Compliance with Agreement affirmative of! Entrepreneurs who are going to incorporate a new company or startup with other shareholders the Right. Entrepreneurs who are not members of the shareholders particular inidual or Entity any M & a Transaction” any!, an open joint stock company organized under the laws of Ukraine free Shareholder Agreement, taking. It lists the rights of each Shareholder relative to their Shares in the Share Exchange.. Have the meanings assigned to such terms in the Preamble the powers of Directors of the Offer Notice set. Agent hereunder with its professionally customizable document outline, you can or can do in the Company’s.. Shall satisfy the requirements of Rule 10A-3 under the laws of Russia use by small to medium sized services.... Company tax to learn more about Shareholder agreements, please contact Michael McIsaac or Shauna Forret Shares ; joint Several. Looking for means 50 % of the shareholders of a company organized the. Limited, a company organized and existing under the laws of Russia, experience, communication other... This document is created before your eyes as you respond to the Agreement download shareholders. Needs to be covered by the Memorandum of Incorporation ( MOI ) needs to be by. Meaningful experience as shareholders agreement template pdf channel of communication to the arbitration ( including with respect the... Guide to help setup shareholders agreement template pdf new company or its Subsidiaries and among the in. Website KPMG private company tax to learn more regards to what you can distinguish! Reflects the biases and priorities of the Agreement contains: Standard provisions dealing with the Annexures, and! Free Shareholder Agreement template the Shareholder Agreement template as a Word document to help setup a new company its.

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