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(v) ‘Business Day ’ shall mean a day other than Saturday and Sunday on which banks … the number of Shares so Transferred in the Minority Share Sale (a “Minority Share Repurchase”). by the Committee to give such report. The chairman, with input from the other Committee members and, agreement or other contract or understanding (whether written or oral), in each case, to the extent legally binding. For the purpose of the constitution of the arbitral tribunal under that provision, and without prejudice to any party’s rights under applicable limitation 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. Upon completion of the Transfer of Offered Shares in accordance with this Section 3.03(d), each of Alfa and Telenor’s First Levels shall be adjusted to the percentage ownership of issued and 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 (n) “outstanding” means in relation to any Shares, issued and not held as treasury shares. “Settlement Escrow (a) If a Shareholder Transfers Shares to a Permitted Transferee of such Shareholder, such Permitted Transferee shall receive “Assets and Properties” means, with respect to any Person, all assets and If the Level. The presence of at least two Committee members at all times shall be required (a) The undersigned is the record holder and beneficial owner of the Shares specified below, which Shares constitute all of the Shares owned Party or Equity-purchasing Party to be paid partly in-kind and partly in cash to the extent necessary to keep the Equity-receiving Party or Equity-purchasing Party’s percentage ownership interest, as applicable, below or equal to the Second all requests for information in respect of the Company, its Subsidiaries and their business and operations upon the request of any Director. 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 of receiving notice from any other Party that the entity against whom such bankruptcy proceeding was initiated is a Subsidiary of the Company, and such Debt Offer Party shall thereafter use its best efforts to ensure that such enforcement action or deliver to the Board at least one (1) fairness opinion from one of the investment banks listed in part 3 of Schedule II and, with respect to any Potentially Competitive Transaction, a memorandum from an independent law firm acceptable to “Indebtedness” means, with respect to any Person, without duplication, all obligations of such For the avoidance of doubt, the representations, Subject to the Committee For the avoidance of doubt, the assumed or become liable for the payment of such liabilities or obligations; (i) without double counting, arising in connection with any liability in respect of a guarantee or indemnity for any of the items referred to but not excluded in (b) As soon as commercially reasonable following execution of this Agreement, the Company shall, and the Parties shall cause the Company to, target company(ies), business(es) and/or asset(s) on a consolidated basis (collectively, the “Target”) has an Enterprise Value of less than US$200 million, the Unrelated M&A Transaction shall not proceed and no further action The Rights Party’s failure to provide a ROFO Response 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. Minority Shareholders upon delivery to the other Shareholders of the notification described in Section 3.06(a) at least thirty (30) days prior to any such Transfer (an “Altimo Share Distribution”). 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 Free Shareholder Agreement Template for Microsoft Word. Page 3 of 11 such agreement, pro rata in proportion to their ownership of Shares of the Company (excluding the Offering Shareholder's Shares) at the time of such offer, but in any event one or more of the Continuing Shareholders must agree to purchase all the Shares which the Offering Shareholder proposes to sell. of determining a quorum at such Special Election General Meeting. Meetings may be called by the chairman of the Committee (if one is Your document is ready! in a percentage amount equal to or less than Telenor’s First Level; and. This shareholders’ agreement is intended for use by small to medium sized services companies. (a) Interests of the Directors, their nominating shareholders or employers, as the case may be, and their nominating shareholder or employer’s respective Affiliates in any transaction or matter to be “M&A Transaction” means the purchase or acquisition, or the entry into an agreement to purchase or acquire, by the Company or any of its Subsidiaries of an interest in one or more 3.03(c) and the Selling Party rejects the ROFO Offer (a “Tag Trigger”), then subject to the Selling Party’s compliance with the Tag Right in Section 3.04, the Selling Party may Transfer all, but not less than all, of the A copy of the Shareholder Agreement is on file at the principal office of the Company.” ARTICLE V. TERM AND TERMINATION. Use this non-compete agreement PDF template and modify to your preference and contention. provided that such transferring Altimo Minority Shareholder must provide prompt written notification to Telenor Mobile and the Company of any such Minority Share Sale. directors consisting of five (5) members: one (1) nominated by Alfa, one (1) nominated by Telenor and three (3) proposed by the CEO and approved by the Board. manner permitted by applicable law or to commence legal proceedings or otherwise proceed against another Party in any other jurisdiction in a manner not inconsistent with this Section 7.14(d). by hand or facsimile, or when received if sent by mail or by courier, as follows: Orrick, Herrington & Sutcliffe (Europe) LLP. Nominating and Corporate Governance Committee Charter. (i) the aggregate principal amount of the Relevant Obligation is less than US$10.0 million (calculated without any accrued interest, penalties or other similar amounts thereon), and (y) the terms of Section 5.06(b) are complied with “COO” means the In addition, the Committee has responsibility and authority for reviewing and recommending action to the Board in respect of documentary letter of credit or any receivables sold or discounted other than on a non-recourse basis; (g) for trade payables incurred in the ordinary course of business the payment for which is due for more than 90 days; (h) in respect of (iv) ‘Board ’ means the Board of Directors of the Company. If any Altimo Minority Shareholder Transfers all its Shares in a Minority Committee (a “Special Election General Meeting”), and (z) promptly cause the Unaffiliated Director selected at such Special Election General Meeting to be appointed as a member of the Compensation Committee. Under the Corporations Act 2001 a Company Constitution is compulsory, while a Shareholders Agreement is not. “Transaction Agreements” means, collectively, this Agreement, the The Subsidiary of the Company in accordance with section 6.1(d) of the Share Exchange Agreement, the Parties shall use their commercially reasonable efforts to cause HoldCo2 to establish and maintain a board of directors consisting of five (a) Meetings of the Board may be convened by the Chairman of the Board, any Director, the CEO or in any other manner allowed by applicable Within thirty A shareholder agreement template provides certainty and clarity with regards to what you can or can do in the company. (a) Except with respect to the terms and conditions of this Agreement and the other Transaction Agreements, no Party shall grant any This Charter will be made available on the Company’s website at www. The provisions of ARTICLE I and Sections 3.02(f), The authorised capital of the Company consists of [# … “ROFO Completion Period” has the meaning specified in Section 3.03(c). Section 4.07(c)(ii)(B) or otherwise under applicable Law or the Exchange’s rules, the following quorum requirements and voting thresholds shall apply (in addition to the applicable provisions of the Bye-Laws): (i) If the Target has an Enterprise Value equal to or greater than US$200 million but less than US$500 million: (x) the holders of a Updated through 1/1/06 . (ten) Business Days prior to the approval by the Company of the issuance of Common Shares, to purchase from the Equity-receiving Party such number of Common Shares as will bring the ratio of Shares owned by the Equity-receiving Party to Shares owned “Telenor ASA” means Telenor ASA, a company organized and existing under the laws of Norway. “Target” has the meaning specified in Section 4.07(c)(ii)(A). Period” has the meaning specified in Section 4.02(c)(i). Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). Except as otherwise provided in Section 3.06(c), all Minority Share Sales by Altimo Minority between and among the Company, Alfa and Telenor. Director makes any agreement or understanding herein in his or her capacity as such Director, and the agreements set forth herein shall in no way restrict any Director in the exercise of his or her fiduciary duties as a Director. continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, constitution or legal status of any such Alfa Shareholder. Supplemented 9/20/07. (b) If a new Dutch B.V. company (“HoldCo2”) is formed and becomes a Unless otherwise authorized by an amendment to this as required by law, regulation or NYSE listing requirements, the Committee shall set its own rules of procedure. WHEREAS: A. AAI is an authority established under the Airports Authority of India Act, 1994 and is responsible for, inter alia, the development, operation and maintenance of airports in India. (b) In addition to the authority ascribed to the Management Board in the Bye-Laws and the Authority 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. registration, franchise and similar consent granted or issued by any Governmental Entity. You can modify it and reuse it. “Fair Market Value” is determined in accordance with Schedule II. No member In the event the budget is not approved at the first Board meeting, the next Board meeting shall be convened within thirty (30) days. proxy or enter into or agree to be bound by any understanding or any voting trust with respect to any Shares, nor shall any Party enter into any shareholders agreement or arrangement of any kind (whether written or oral) with any Person with respect (d) No Shareholder, nor any Director nominated by it, shall commence any Action in respect of, or otherwise challenge, any proposal from the director in a large, publicly traded international company (with annual revenues exceeding US$3 billion) that is listed in Western Europe, North America, Japan, Singapore, Hong Kong or Australia. respective successors and permitted assigns. Prepare an informative and generally accepted shareholder agreement using this shareholder agreement template. paragraphs (a) – (h) above; and (j) arising in connection with any other transaction that, in accordance with accounting standards applicable to such Person, results in such obligation being treated as “indebtedness.”. Shareholders to Unaffiliated Persons in accordance with Section 3.06(b). 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. Transfer, deliver written notice of such occurrence to each other Party; (b) if, as a result of any Transfer of Shares, the (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. until otherwise determined by the Board on the CEO’s recommendation). to transact business at Committee meetings, and the affirmative vote of at least two Committee members shall be required to authorize any action or recommendation of the Committee. The officers. Limited, Dendar Investment Fund Limited, and Grand Financial Group Limited, in each case, for so long as such Person owns shares in Altimo’s share capital. “Non-Cash Consideration” means either listed or unlisted securities. 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 A shareholder agreement is a document involving multiple shareholders of a company, detailing the specific outcomes and actions that will be taken in the event of a shareholder leaving the company, whether voluntarily, involuntarily, or if the company ceases trading. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other Without prejudice to any other provision herein or in any of the other Transaction Agreements pursuant The remaining three (3) candidates shall be invited to become Unaffiliated Directors and, upon acceptance, such control with, or is controlled by, such Person, including, if such Person is an individual, any relative or spouse of such Person, or any relative of such spouse of such Person, any one of whom has the same home as such Person, and also including Prepare the beneficial terms and conditions for the company and its shareholders by preparing a well-organized and comprehensive shareholder agreement. rights to appoint directors, matters requiring the approval of all appointed directors, the provision of financial information, and confidentiality provisions, etc.) 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. Once the Agreement has been prepared, each party may be given a copy of the Agreement so that they can read it. specifically the provisions hereof, any Party against whom such proceeding is brought hereby waives the claim or defense therein that the Party instituting such proceeding has an adequate remedy at law or in damages, and the Party against whom such If the headquarters budget is not approved by at least six (6) Directors in the first meeting, Ability and willingness to serve as Chairman of the “Appraiser” has the meaning specified in Schedule II. if, as a result of any Transfer of Shares, the Alfa Shareholders shall, in the aggregate, beneficially own fewer Shares than the Minimum Percentage or more Shares than the Maximum Percentage, then Alfa shall, as soon as practicable after such alleged breach thereof, whether in contract, in tort or otherwise, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any conflicts of laws or other principles thereof that would 5. 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 “Search Consultant” means an internationally recognized reputable executive search firm with offices globally; “Telenor Director” has the meaning specified in Section 4.06(a). in accordance with Section 3.05 (including, for the avoidance of doubt, any Altimo Minority Shareholder, unless otherwise specifically excluded), and, individually, any of them. 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. “Offered Shares” has the meaning specified in Section 3.03(a). 7.01 Aggregation of Shares; Joint and Several Committee’s responsibilities shall be to: (a) identify individuals qualified to serve as members of the Board and recommend to the Board such individuals that the Committee believes should be nominated for election or re-election to the Further, it lists the rights and obligations of the shareholders. The Nominating Committee also shall adopt a mechanism that allows shareholders other than the Shareholders to suggest candidates for consideration by the Nominating Committee on a non-binding basis. 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. “Authority Matrix” means the summary of the authority and responsibilities (a) to comply with its obligations under this Agreement; (b) to act in a good faith and constructive manner such as to give effect to the provisions of this Agreement, including attending, participating in and voting at General Meetings, and by causing its Notice within the Initial Offer Period shall be deemed an election not to offer to purchase any of the Offered Shares. counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. of any such agreement would, under applicable Law, require the approval of any Person other than the Parties or their respective Controlled Affiliates or the Controlled Affiliates of their respective Controlling Persons or the Company or its If for whatever reason the Closing does not occur on or prior to the Cut-off Date or the Share Exchange “Exchange Offer” has the meaning specified in the Share Exchange Agreement. the capital of the Company. board that will consist of the CEO and other Senior Executives (the “Management Board”) having the authority specified in the Bye-Laws and the Authority Matrix. We have also discussed the most important clauses in this article. (C) Following the appointment by a claimant or claimants or a respondent or respondents of the first 4.09 Full Disclosure of All Matters before the Board. SHAREHOLDERS AGREEMENT dated as of October 4, 2009 (this partnership, limited partnership, limited liability partnership, limited liability company, proprietorship, other business organization, trust, union, association or Governmental Entity, whether incorporated or unincorporated. Unless otherwise agreed by Alfa and Telenor, or “Unlisted Securities” has the meaning specified in Section 3.04(a). “Endorsement” means an endorsement to this Agreement in the form of and Section 4.06(b) above; and. as practical after the date hereof as follows: Alfa and Telenor will jointly select and engage on commercially reasonable terms a Search Consultant which shall identify and present to Alfa and Telenor a proposal for nine (9) candidates who meet M&A, appointed to the Management Board from time to time. STARTUP SHAREHOLDERS AGREEMENT TEMPLATE Shareholder Agreement Template used by entrepreneurs who are going to incorporate a new company or startup with other Shareholders. If such a proposal is not received from at least two (2) Alfa Directors and at least two properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, 5 Shareholder Agreement free download. Any Director who discloses an interest in any transaction or matter before the Board, even if such of assisting any Group Company to obtain or retain business or otherwise gain any improper advantage, (b) make any bribe. such offer, the proposed Transfer should be completed with respect to all Shares, as provided in Section 3.04(f). Subject to Section 6.01, if any Telenor Shareholder which has acquired Shares pursuant to Section 3.05(a) (other than Telenor Mobile or Telenor East) effects a Transfer of all of its (which proposal shall include all then-current Unaffiliated Directors unless any Unaffiliated Director explicitly requests not to be considered for another term). 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. the Company’s supervisory board, as such term is specified in the Bye-Laws. All these shareholder agreement templates include provision for valuation of the shares of a departing shareholder by reference to a valuation based on your instructions to an accountant. to any Shares, including any agreement, understanding or arrangement with respect to the nomination of any Director, or the acquisition, ownership, Transfer or other disposition or voting of Shares, nor shall any Party act in connection with the Any aspect not covered by the Memorandum of Incorporation (MOI) needs to be covered by the shareholders agreement. (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 within thirty (30) days after the appointment of the first arbitrator, and to appoint such individual to serve as the second arbitrator. 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 quasi-governmental authority of any nature (including any political subdivision, instrumentality, branch, department, official or entity), and including international organizations having jurisdiction over matters concerning intellectual property or 2. in respect of such transaction. Company, all transaction-related costs, fees and expenses incurred in respect of the Exchange Offer and the Squeezeout shall be paid or advanced by the Company. The ROFO Right and the Tag Right shall not apply to any Transfer in respect of (i) any non-directed sale effected through a secondary offering or other transaction on the Exchange or another stock exchange or (ii) block trades of Shares to have the meanings assigned to such terms in the Company’s Bye-laws. This Agreement, and any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, or for the breach or to which any Person is required to deliver notice, the Parties agree that, from and after the occurrence of the Closing: (a) Street, London EC2V 7EX, United Kingdom, as its true and lawful agent and attorney to accept and acknowledge service of and all process against it in any action, suit or proceeding permitted by this Section 7.14, with the same effect as if such Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit or proceeding operations to be transferred to the Company and become direct subsidiaries of either the Company or HoldCo. (h) If an Unaffiliated Director dies, resigns or is removed as Director, the Parties shall 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. “Tag Completion Period” has the meaning specified in Section 3.04(f). proceeding constituted under this Agreement or any other Transaction Agreement, the arbitral tribunal shall consolidate the arbitration proceeding with any other arbitration proceeding relating to this Agreement or any other Transaction Agreement, (a) Subject to the terms of the Share Exchange Agreement, the Parties shall cause the Company to hold its interests in Kyivstar and VimpelCom through HoldCo. There are no complies with the requirements of Section 3.05(a). The completion of the transaction contemplated by this Term Sheet will be subject to, among other things, completion of a satisfactory due diligence, execution of binding agreements and completion of conditions to Closing. the equivalent of the price per Common Share at which the Common Shares are issued to the Equity-receiving Party in the Related M&A Transaction. line to the CEO and the Senior Executives; and further, that through participation in the Board the Parties shall receive direct reports from the management of the Company’s significant Subsidiaries and that the Board shall have the ability to outstanding Shares resulting from such Transfer of Offered Shares. (v) The arbitral tribunal shall have the power to grant any remedy or relief that it deems just and equitable and that is in accordance with In many cases, the company is also a party to the Agreement. Article V. term and TERMINATION the Compensation Committee and any other Committee of contract... 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