Download free printable Shareholder Agreement samples in PDF, Word and Excel formats has the meaning specified in Section 3.04(a). “License” means any license, permit, certificate of authority, authorization, approval, validity of this Endorsement, and, to the knowledge of the undersigned, no such Actions are threatened. laws of Ukraine. You should always consult a lawyer though before finalizing any contracts. the Offeror is unwilling or unable to acquire all Shares that the Selling Party and the Rights Party wish to Transfer upon the terms and subject to the conditions presented, the Selling Party must elect either to cancel the proposed Transfer This Endorsement, and any dispute, controversy or claim arising out of, relating to or in connection with this Endorsement, or for the breach or alleged breach thereof, whether in contract, in tort or otherwise, shall be governed by, and The Committee generally will meet The Committee shall maintain minutes or other records of its meetings and shall give regular reports to the Board on these meetings and such other matters as required by this Charter or as the Board shall (b) As soon as practical after the Closing, the Parties shall use their commercially reasonable efforts to cause Kyivstar to establish and the relevant Board meeting, the vote in relation to the appointment of a CEO must take place by way of secret ballot; (ii) if Download Nominee Shareholder Agreement Adobe Acrobat (.pdf) This Document Has Been Certified by a Professional; 100% customizable; This is a digital download (206.51 kB) Language: English; We recommend downloading this file onto your computer. (e) If a ROFO Offer was delivered pursuant to Section in any arbitration proceeding hereunder. 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 These agreements do just that, covering a large range of matters, simply and logically. party resulting in the transferee owning more than the Minimum Percentage; provided that the transferring Party had no knowledge of such transferee’s intent to acquire additional Shares in the market. anticipate that such transaction-related costs will include legal fees, dealer/manager fees, SEC registration fees, Exchange listing fees, printer and tender offer solicitation fees, independent auditor expenses, and entity registration and agent “CPI” has the meaning specified in Section 4.02(c)(ii). of all Liens, proxies, voting trusts or agreements, understandings or arrangements whatsoever, except for Liens arising under this Endorsement. be taken such actions as are necessary to elect as a Director any person who is subsequently designated and nominated by the Telenor Shareholders as a Telenor Director. nomination of any Director, or the acquisition, Transfer or other disposition or voting of Shares, in each case, in any manner which is inconsistent with any obligation of such Party under this Agreement or any other Transaction Agreement; No Person executing this Agreement who is, or who becomes during the term hereof, a Some of the details which may be provided in this document include: In order to ensure that this Shareholders Agreement is compatible with the Company Constitution, it is a good idea to review the Company Constitution before finalising this Agreement. 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. 2. Except as otherwise provided in Section 3.06(c), all Minority Share Sales by Altimo Minority Percentage” means 50% of the issued and outstanding Shares. Agreement and in performing its obligations hereunder, and each Party hereby irrevocably waives, with respect to all disputes, claims, controversies and all other matters of any nature whatsoever that may arise under or in connection with this “General Meeting” means a general meeting of the shareholders of the Company. unless otherwise agreed by the Board, all of the Company’s Subsidiaries will be owned directly by the Company or directly by HoldCo. “LCIA” has the meaning specified in Section “Permitted Transferee” means, with respect to any Shareholder, (a) any Affiliate of such Shareholder in which such constitute an offer to the Company (a “Debt Offer Notice”), which offer shall be legally binding on the Debt Offer Party upon acceptance by the Company or the Company’s designee to sell to the Company or the Company’s A shareholders agreement is used to govern the relationship between the various parties in their capacity as shareholders and often also in their positions as directors of a company. more candidates to the shareholders than there are available Director positions to be filled and shall not vote for any candidate proposed for election as a Director if such candidate was not proposed by the Board in accordance with Section 4.06(c). Transaction” means any M&A Transaction that is not a Related M&A Transaction. (b) Each Shareholder and its Permitted Transferees may enter into repo transactions with respect to “COO” means the “Unlisted Securities” has the meaning specified in Section 3.04(a). supermajority voting by members of the VimpelCom board of directors for certain major decisions and otherwise to simplify VimpelCom’s governance in accordance with this Agreement to reflect that VimpelCom is subject to oversight by the Board vote shall be taken at the same location as the previous Board meeting one (1) week after the second vote. occurrence to each other Party; and. the Board. “Existing Party” has the meaning specified in Section 5.03. acquired interest or investment that created the Potentially Competitive Transaction, and/or (ii) enter into a binding agreement in which it agrees to reimburse and indemnify each Existing Shareholder Agreement among the Company and the Shareholders. voting their Shares, as may be required under applicable Law to cause the Board to consist of the number of Directors specified in, and nominated and proposed exclusively in accordance with, this Section 4.06. 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; No member of the Committee may serve on the audit committee of more than three intention to accept such offer by the Company or the Company’s designee, the Debt Offer Party shall provide a copy of the document(s) evidencing the outstanding amount of the Relevant Obligation and a calculation of the purchase price thereof Bye-Laws shall be amended so that any Unrelated M&A Transaction shall require approval by the holders of a simple majority of the Shares participating (in person or by proxy) in a vote at a General Meeting in respect of such proposal. confirmation or enforcement of an arbitration award, an action to compel arbitration or an application for interim, provisional or conservatory measures in connection with the arbitration) shall be brought by or between the Parties in connection Committee, and the Company’s shareholders shall have the power to fill any vacancy resulting from the removal of the Committee’s Unaffiliated and Independent member pursuant to Bye-law 51.3(f). assigned to such terms in the Company’s Bye-laws. The Committee shall serve as a channel of communication to the Board for the Company’s independent auditors and internal auditors. obligations hereunder shall attach to each Shareholder’s Shares and shall be binding upon any Person to whom legal or beneficial ownership of such Shares shall pass to the extent permitted by Law, including with respect to Transfers to any Consultant, although the Search Consultant shall not be obligated to include any such candidates in its proposal. 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 The purposes of this agreement are to protect the investment of the shareholder in the company, to create a fair relationship between the company and the shareholders. The Committee shall consist of three members. “CTF” means CTF Holdings Limited, a company organized and existing under the Laws of Gibraltar. “First Level” means, respectively, the percentage of issued and outstanding Shares owned immediately after provisional or conservatory measures in connection with an arbitration before any court located in the United States, the Russian Federation or Ukraine; provided, however, that nothing in this Section 7.14(d) shall preclude, in any manner the avoidance of doubt, a Party shall not be in breach of this Section 3.05(b) if the Transfer does not result in the transferee owning more than the Minimum Percentage, but subsequently the transferee acquires Shares in the market from a third “Senior Executives” means the CFO, the general directors of Kyivstar, VimpelCom and any other significant Subsidiary of the (i) The Bye-Laws shall at all times provide de-merger to which Telenor ASA or CTF is a party. transferee execute and deliver any Endorsement to the other Parties unless Section 3.05(b) applies in respect of such Transfer, in which case such transferring Altimo Minority Shareholder and such transferee must comply with Section 3.05(b); any company(ies), business(es) and/or asset(s) to be acquired plus the aggregate amount of all Debt Obligations and preferred shares, minus cash and cash equivalents. “Tag Offer Notice” has the meaning specified in Section Agreement is terminated on or prior to the Cut-off Date, nothing in this Agreement or any other Transaction Agreement shall limit or prevent any Party or any of its Affiliates from continuing to prosecute or defend any of the Proceedings, and in 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 This shareholder agreement template is the perfect sample of how to outline how corporate shareholders will work with each other. certifications are produced. Once the Agreement has been prepared, each party may be given a copy of the Agreement so that they can read it. 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). The purchase price per Share at which the Equity-purchasing Party may purchase Common Shares shall be equal to or (iii) ‘Agreement ’ means this Shareholders Agreement together with the Annexures, Schedules and Appendices thereto. The Parties shall use their commercially reasonable efforts to cause the 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 Notwithstanding the foregoing, each Party agrees that it shall not, directly or indirectly, whether through any agent, Affiliate, Representative or otherwise, apply for any interim, result in the application of the laws of another jurisdiction. (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 Party’s. If the Company is unable to 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). for the election of directors or other governing body of such first Person or more than 50% of the partnership or other ownership interests therein (other than as a limited partner of such first Person). 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 “HoldCo” means VimpelCom Holdings B.V., a company organized under the laws “Group” means the Company and its Subsidiaries. Unless otherwise agreed by Telenor and Alfa, Unaffiliated. Any Shareholder may suggest candidates to the Search Consultant for inclusion “Investing Party” has the meaning specified in Section 5.03. Lodger Agreement Template Use this lodger agreement template to create a legal ground for your next tenant or roommate. (5) members: one (1) nominated by Alfa, one (1) nominated by Telenor and three (3) proposed by the CEO and approved by the Board. management present. written notice of such occurrence to each other Party. SHAREHOLDERS AGREEMENT dated as of October 4, 2009 (this “Agreement”) between and among VimpelCom Ltd., a company organized and existing under the laws of Bermuda (the “Company”), Eco Telecom Limited, a company organized and existing under the laws of Gibraltar (“Eco Telecom”), Altimo Holdings & Investments Ltd., a company organized and existing under the laws of the British … delivered together with this Endorsement and except or for any rights of the undersigned’s spouse, if any, arising by operation of law, no Person other than the undersigned has sole power of disposition and sole voting power with respect to any companies, assets, businesses or similar transaction in an aggregate amount that exceeds the financial threshold for the Management Board’s authority set out in the Authority Matrix, including a transaction in which (a) the Company issues If fewer than six (6) Directors vote to approve the Related M&A Transaction, such Related M&A Upon receipt of an Offer Notice, the Rights Party has the right to offer to purchase, for cash, all (but not less than all) of the Offered Shares (the “ROFO Right”), such election to be made by the Rights Party by written notice Agreement. Subject to the Committee consideration to VimpelCom’s shareholders. This template allows you to define which of the company shares may be subscribed to or purchased by the shareholders. 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 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 Answer a few questions and your document is created automatically. (6) or more Directors vote to approve a Related M&A Transaction, such Related M&A Transaction shall be approved by the Board. 6.01 Notices Relating to Certain If (i) the Rights Party elects not to exercise its ROFO Right, (ii) the Rights Party fails to respond to the “Alfa Minority Block” has the meaning specified in Section 3.06(b). before the Investing Party completes the Potentially Competitive Transaction, the Investing Party must, in order of priority, either (a) cease to pursue the Potentially Competitive Transaction; or (b) (i) divest the. ie. “Hardlake” means Hardlake Limited, a company organized under the laws of Cyprus. appointment of the CEO shall be determined as follows: (i) if any two (2) Directors have so requested at the start of (a) Prior to or on admission to the Exchange, the Parties shall cause the Board to establish and maintain the following committees: (i) A Nominating and Corporate Governance Committee (the “Nominating Committee”), which shall be comprised At such completion, the Selling Party shall deliver to (d) Each Party irrevocably appoints Law Debenture Corporate Services Limited, located on the date hereof at Fifth Floor, 100 Wood 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). “Tag Acceptance Price” has the meaning specified in Section 3.04(a). It is expressly understood and agreed that any condition or provision of this Agreement that is invalid or unenforceable in any jurisdiction Each Committee member shall serve until his or her successor is duly appointed and qualified, subject to earlier resignation, retirement, removal by the Board or removal pursuant to Bye-law 51.3(f).