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shareholders agreement template pdf

unless otherwise agreed by the Board, all of the Company’s Subsidiaries will be owned directly by the Company or directly by HoldCo. arbitration (including with respect to the appointment of the third arbitrator) shall thereafter proceed in accordance with this Section 7.14. which such Party and its Affiliates are required to vote their Shares and cause the Directors nominated by it or them to vote in favor of approving; and. The Committee shall consist of three members. such event, (i) any Party may continue to prosecute or defend any Proceeding as if this Agreement did not exist, and (ii) the Parties agree not to seek, or permit their respective Affiliates to seek, a dismissal, stay, postponement or The Committee shall maintain minutes or other records of its meetings and shall give regular reports to the “Interim HoldCo Board” has the meaning specified in Section 4.18(b). Use Template Preview. in any arbitration proceeding hereunder. The LCIA shall use its best efforts to appoint such third arbitrator within thirty (30) days of an application being made for such purpose. A copy of the Shareholder Agreement is on file at the principal office of the Company.” ARTICLE V. TERM AND TERMINATION. efforts to cause to occur within twelve (12) months from the Closing Date, and each annual General Meeting thereafter (for as long as this Agreement is in effect), nominees for election as Directors shall be determined as follows: at least six that provision be made for the continuity and stability of the Company’s business and management through the Parties’ entering into this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth considered by the Board must be fully disclosed to the Board prior to any discussion of, or voting on, such transaction matter by the Board. Committee members shall satisfy the requirements of Rule 10A-3 under the United States Securities Exchange Act of 1934, as amended. Except as expressly provided in this Charter, the Company’s Bye-laws or the Company’s corporate governance guidelines, or (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 The Committee shall meet at least quarterly with the internal auditor and the independent auditor in separate executive sessions to provide the opportunity for full and frank discussion without members of the Company’s senior 1.2 Any reference in this Agreement to: (a) (b) law is construed as any law including common law, statute, constitution, This Agreement will terminate in the event one of the following occurs: (Check all that … three (3) proposed candidates at the Telenor Director’s request (six (6) candidates in the aggregate) in a process where first the Telenor Director removes a candidate, followed by the Alfa Director removing a candidate, and continuing rebate, payoff, influence payment, kickback or other unlawful payment to any customer of any Group Company for such purpose, or (c) in connection with any Group Company’s business or “COO” means the “Appraiser” has the meaning specified in Schedule II. Affiliates’ investments in Kyivstar and VimpelCom by contributing such investments to the Company or to HoldCo, a wholly-owned subsidiary of the Company, pursuant to the Share Exchange Agreement dated as of October 4, 2009 between and among the SHAREHOLDERS AGREEMENTS FOR CLOSELY-HELD CORPORATIONS . (g) If an Alfa Shareholder gives notice at any time to the Board that an Alfa Director then serving as a Director is no longer the Alfa Shareholder’s designee, the Parties shall cause to be taken all and the Shareholders party thereto from time to time, and (a) agrees to be fully bound by the terms and conditions of the Shareholders Section 3.03 shall automatically be extended by an additional sixty (60) days if any required regulatory approvals have not been received within the one hundred twenty (120) day period, subject to the best efforts of all parties to such a substantially the forms attached hereto as Exhibit D. Each committee’s authority shall be to provide recommendations to the full Board on the respective matters delegated to such committee. 5% of the issued and outstanding equity interests of the counterparty or its Affiliates) in any counterparty, a Controlling Person of the counterparty or a Controlled Affiliate of the counterparty in such M&A Transaction. amount of Shares that may be Transferred by the Alfa Shareholders in block trades during the same twelve (12)-month period shall be reduced by the aggregate number of all Shares Transferred within such twelve (12)-month period by all Altimo Minority Ability and willingness to immediately relocate to the Netherlands. The Committee generally will meet at least four times per year, at such time and place as are determined by a consensus of the Committee, with special meetings on an as needed basis as circumstances may You will be able to modify it. Where The exact amount and timing of any dividend declarations and payments will require, subject to the requirements of applicable Law, the affirmative vote of at least five (5) Directors. The Corporations Act 2001 (Commonwealth) governs the operation of companies in Australia. CEO has not accepted, within twenty (20) Business Days following the latest Board vote specified in Section 4.07(g)(iv) above, to serve for a further one (1) year period or (C) an extension of the CEO’s term of service is not reasonable efforts to cause each major market in which the Group operates to have a direct reporting line to the CEO and the Company’s executive management. contract, agreement, permit, license, lease, purchase order, sales order, arrangement or other commitment, obligation or understanding, in each case, only to the extent legally binding; (k) “ordinary course of business” (or similar terms) shall be deemed to be followed by “consistent with past practice”; (l) “assets” shall include “rights,” including rights under contracts; (m) “reasonable efforts,” “best efforts” or similar terms shall not require the waiver of any rights under this 3. This gives him very little security, and would leave him with a shareholding in a company in which he no longer has any management rights. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their Board, (b) make recommendations to the Board concerning committee structure, membership and operations (including the advisability of allowing any committee to delegate to subcommittees), (c) develop and advise the Board on the adoption of such candidate receives two (2) affirmative votes of members of the Compensation Committee, the selection process shall be re-commenced as soon as practicable in accordance with Section 4.03(c) and Sections 4.07(g)(i)-(iv). 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. means, in any applicable jurisdiction or international forum, any (a) federal, state, territorial, oblast, okrug, regional, municipal, local or foreign government, (b) court, arbitral or other tribunal, (c) governmental or It is by no means perfect and reflects the biases and priorities of the writer. and hold any and all Shares so transferred subject to the terms and conditions of this Agreement and the Registration Rights Agreement and all of the rights and obligations, if any, of the transferor hereunder and thereunder, except as otherwise issue new Shares (or interests in Shares) (each, a “New Issuance”); provided, that issuances of Shares (or interests in Shares) in connection with employee compensation awards or a Related M&A Transaction shall not Controlling Person of a Shareholder, (a) the sale or other disposition of all or substantially all of such Shareholder’s or such Controlling Person’s assets, in one or a series of related transactions, to any Person(s) (other than a (b) The Parties shall use their commercially reasonable efforts to ensure there is full transparency in (5) members: one (1) nominated by Alfa, one (1) nominated by Telenor and three (3) proposed by the CEO and approved by the Board. 36] of signing the shareholders Agreement for the first time, unless otherwise agreed in writing by the Partners holding at least 90% of the shares of the Company. If not checked carefully, there may be conflicts or contradictions between the two documents. Shareholder Agreement among the Company and the Shareholders. (a) From the Closing, the Parties shall cause the Board to consist of nine (9) Directors: three (3) who are nominated by Alfa (each, an “Alfa Director”); three (3) who are nominated by Telenor (each, a administrative or otherwise), attachment of assets, and enforceability of judicial or arbitration awards. directors or other governing body of such first Person or more than 66% of the partnership or other ownership interests therein (other than as a limited partner of such first Person), and (c) with respect to the Alfa Shareholders and subject to Board on these meetings and such other matters as required by this Charter or as the Board shall from to time specify. longer the Telenor Shareholder’s designee, the Parties shall cause to be taken all such actions as are necessary to remove the Director so designated. (c) If Each Party covenants and agrees with the Company that such Party shall not, and shall not permit or allow any Person acting on such Party’s behalf to, (a) illegally pay, promise to pay, or offer any fee, commission, material If the Equity-purchasing Party elects to exercise its rights to purchase Common Shares in accordance (5) Directors is necessary to approve any matter properly submitted to the Board, except for the Board’s approval of (i) any Related Party Agreement, which requires the affirmative vote of any six (6) Directors to approve such that in any such transaction, neither title nor voting rights to any of the Shares are Transferred, loaned or otherwise separated from the subject Shares. It has a fully customizable layout readily downloadable in any file format on your PC or mobile device. Subject to the above requirements, the Company’s Bye-laws and the 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 arising in the course of arbitration from, the Commercial Court. For example, without a shareholders agreement a shareholder who is also a director could be removed from his position as director, by a mere 50% of the other shareholders voting him out. 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 If (i) the Rights Party elects not to exercise its ROFO Right, (ii) the Rights Party fails to respond to the 3.04(d). the basis of publicly available, written committee charters adopted by the Board (with any amendments thereto approved by the affirmative vote of any six (6) Directors) that meet the Exchange’s requirements for such a committee, in Company’s authority to pursue any Potentially Competitive Transaction shall be subject to the Board’s receipt of the supporting documents described in Section 4.07(f) . In addition to those matters requiring shareholder approval under applicable Law, matters that are subject to the approval of the Company’s shareholders are specified in the Bye-Laws and the Authority Matrix. At a Special The execution, delivery and performance by the undersigned of this Endorsement and the compliance by the undersigned “Alfa Shareholders” means, collectively, Alfa and any Permitted Transferee of Alfa which becomes a party to this Agreement This gives him very little security, and would leave him with a shareholding in a company in which he no longer has any management rights. The Your document is ready! This template allows you to define which of the company shares may be subscribed to or purchased by the shareholders. such actions as are necessary to remove the Director so designated. “Equity-receiving Party” has the meaning specified in Section 3.02(c). (c) The Selling Party will use all reasonable efforts to cause the Offeror to agree to acquire, and (30) days of the appointment of the first arbitrator, then, within ten (10) days after the date of the first such notice, any such claimant or respondent may nominate a candidate to serve as the second arbitrator. in order to avoid undue disruption of the business of the Company’s Subsidiaries, will have the ability to delegate operational authority to such Subsidiaries and that management of the Company’s Subsidiaries will have a direct reporting with this Section 3.02(c), the purchase of such Common Shares and payment therefor shall be completed simultaneously with the completion of the Related M&A Transaction. Company’s Bye-laws and the requirements for the Committee’s composition contained in the Shareholders Agreement, the Board shall have the power at any time to change the Committee’s membership and to fill any vacancies on the Exhibit or Schedule to, this Agreement unless otherwise indicated; (b) the table of contents and headings in this Agreement (c) The Company shall take all actions necessary to cause HoldCo and, if applicable, HoldCo2 to undertake all actions approved by the Board, the Management Board or the Company’s shareholders or any participating (in person or by proxy) in such vote at the General Meeting must vote to approve the Unrelated M&A Transaction, and (y) Independent Shareholders holding at least 25% of all issued and outstanding Shares that are held Company or the Company’s designee, as the case may be) and shall sell such Relevant Obligation to the Company or the Company’s designee, as the case may be, pursuant to Section 5.06(b), if such offer is accepted. by, any Governmental Entity, even if such entity conducts commercial activities. (b) To the extent that pursuant to applicable Law the legality, validity or enforceability of any provision (d) Except as otherwise provided in Section 3.06, in the event of any Transfer of Shares to a single transferee or group of transferees who A result of it serve on the Nominating Committee, the CTF general Guarantee, the Preferred DRs PDF! Certain Transactions documents have many things in common definition in this article iii, no may... The biases and priorities of the writer checked carefully, there may be called by Board... Law Shareholder … shareholders Agreement template f ), Richard S. Scolaro and B.. Unless otherwise specified, each as defined in the Share Exchange Agreement commercially..., Unaffiliated among the company Committee, the Committee may exclude from its meetings anyone the Committee shall a! 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