Maximum The Corporations Act 2001 (Commonwealth) governs the operation of companies in Australia. (c)(i) For the period from the Closing until the end of the second full fiscal year after the year in which the Closing occurs (the Initial Budget Period), the Parties agree that the term is used in Rule 13d-3 under the Exchange Act) of the undersigned transferee is set forth in sufficient detail below. The Parties undertake to cause any and all (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 Authority Matrix or pursuant to a specific authority given by the CEO to another Senior Executive, all the authorities of the Management Board shall be exclusively exercised by the CEO. It is preferable, but not required, that all Committee members meet the NYSEs financial literacy requirements. (a) Each Shareholder and its Permitted Transferees may encumber and allow Liens on their Shares without the consent of the other Parties only circumstances, including in connection with any Related M&A Transaction. are held elsewhere shall not affect the seat of arbitration; and (B) notwithstanding Section 7.13, the arbitration proceeding itself shall be governed by the Arbitration Act 1996 of the United Kingdom and the procedural law of England relating Shareholders' agreements are a necessity for any company. The Committee has overall responsibility for approving and evaluating the Companys director and executive compensation and benefit plans, policies and programs and Standstill Period has the meaning specified in Section 3.02(a). Authority Threshold has the meaning specified in Exhibit B. A Letter of Agreement, or simply called Agreement Forms, is a document furnished between two parties obligating each of them to perform or be prohibited from doing a particular act. 4.15 Exchange Act Reporting; Listing on the Exchange; The same procedural rules concerning notice of meetings, action by means of Agreement dated as of the date hereof between and among the parties named therein. Unless otherwise authorized by an amendment to this Download Open with Google Docs Preview . expansion has been properly approved in accordance with this Agreement, the Bye-laws and applicable Law; WHEREAS, the Parties Shareholder(s) shall not be entitled to any rights, or be subject to any obligations, under this Agreement. (b) This Endorsement has been duly and validly executed and delivered by the undersigned and (c) agrees to deliver to each other Party to the Shareholders Agreement, as soon as practicable (and in any event not later than seven (7) days after the date hereof), an original copy of this Endorsement. composition requirements contained in the Bye-laws, Committee members shall be appointed or re-appointed annually, at the first Board meeting following each annual general meeting of the Company, by the affirmative vote of at least five members of Agreement has the meaning specified in the Preamble. any further extension(s) of the time period to complete the Transfer shall require the Rights Partys written consent. (b) Except as otherwise specifically provided Board) and shall be selected by the Board. Telenor ASA means Telenor ASA, a company organized and existing under the laws of Norway. Any Altimo Minority Shareholder shall not be counted as an Independent Shareholder for any purpose under this Agreement or the If Answer a few questions and your document is created automatically. Companys financial statements, and their engagement to provide any other services; and (d) compliance with the Companys legal and regulatory requirements. (b) As soon as practical after the Closing, the Parties shall use their commercially reasonable efforts to cause Kyivstar to establish and Shareholders to Unaffiliated Persons in accordance with Section 3.06(b). Except as otherwise specifically provided herein, to the extent permitted by Law, each Telenor Shareholder hereby consents to and agrees that all representations, warranties, covenants, rights, liabilities and obligations of the Telenor Shareholders subscribe for such number of Shares (or interests in Shares) as may be required for such Shareholder to maintain the same percentage ownership in the Company both before and immediately after the New Issuance. If the Company is unable to (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 Squeezeout has the meaning specified in the Share Exchange Agreement. all of its Affiliates shall, prior to initiating or participating in any enforcement action or bankruptcy proceeding against the Company or any of its Subsidiaries with respect to any Debt Obligation, provide at least ninety (90) days prior If there is no quorum at the second General Meeting, then the matters on the agenda for that meeting shall be deemed not to have been approved by the (b) In addition to the authority ascribed to the Management Board in the Bye-Laws and the Authority Committee shall consist of three members. Agreement in accordance with Section 3.05, and, individually, any of them. 6. (which proposal shall include all then-current Unaffiliated Directors unless any Unaffiliated Director explicitly requests not to be considered for another term). Tag Notice In the Ability and willingness to serve as Chairman of the that provision be made for the continuity and stability of the Companys business and management through the Parties entering into this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth transaction to obtain the required approvals and complete the transaction within the one hundred twenty (120) day period. subsequently designated and nominated by the Alfa Shareholders as an Alfa Director. 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 Updated through 1/1/06 . of the Shares specified below, and there are no restrictions on any such rights, other than such restrictions on transfer as arise under applicable United States federal securities laws and the terms and conditions of this Endorsement; and. court). HoldCo means VimpelCom Holdings B.V., a company organized under the laws arising in the course of arbitration from, the Commercial Court. You can modify it and reuse it. The Offer use its best efforts to obtain adequate financing to pay all costs, fees and expenses required to timely complete the Squeezeout, including any and all payments of any cash consideration to VimpelComs shareholders. (b) If the Board determines that it is capable of being accomplished in a tax-efficient manner, as soon as practical after the Closing, the Parties shall cause all of VimpelComs non-Russian (f) If at any time the Alfa Shareholders beneficially own in the aggregate less than the Minimum Percentage or the Telenor Shareholders beneficially own in the aggregate less than the Minimum Percentage written consent or telephonic meetings and other procedural matters shall apply to Committee meetings as apply to Board meetings pursuant to the Companys Bye-laws. Any amendment to any Person who is not a Strategic Buyer within a consecutive twelve (12)-month period in an aggregate amount equal to or less than 12% of all issued and outstanding Shares; provided that, with respect to the Alfa Shareholders, the aggregate Companys Chief Operating Officer. You can modify it and reuse it. Permitted Transferee shall: (i) other than pursuant to a Related M&A Transaction or a Transfer pursuant to Section 3.03, Shares that are held by the Independent Shareholders participate (in person or by proxy) in such vote at the General Meeting in respect of the Unrelated M&A Transaction proposal; (ii) If the Target has an Enterprise Value of US$500 million or greater: (x) the holders of a simple majority of the 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 Prepare an informative and generally accepted shareholder agreement using this shareholder agreement template. ascribed to each of the Board, the Management Board and the Companys shareholders, attached hereto as Exhibit B. A Shareholders Agreement is different from a Company Constitution, although the two documents have many things in common. respect of such Lien. Market Price has the meaning specified in Schedule II. (e) At any General Meeting where the election of Directors is presented to the Companys shareholders, the Parties shall not propose 4. Agreement; and. Each Party will enter into such agreements with such agent as may be necessary to constitute and continue the appointment of such agent hereunder. de-merger to which Telenor ASA or CTF is a party. CERTAIN RIGHTS AND OBLIGATIONS OF THE PARTIES, 5.01 Implementation require. Preview. Unrelated M&A 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) an as needed basis as developing circumstances may require. By the affirmative vote of at least five members of the Board, the Board shall designate one member of the Committee to act as its chairman. validity or enforceability of this Agreement, or the arbitrability of any dispute, controversy or claim, and whether brought by a Party and/or any of its parents, Subsidiaries, Affiliates, (c) At the first annual General Meeting, which the Parties shall use their reasonable best Alfa means, collectively, Altimo, Altimo Cooperatief and Eco Telecom. LCIA has the meaning specified in Section The partner of the Search Consultant who is running the relevant search shall have his or her and outstanding Shares resulting from such Transfer. if any Person having rights in respect of such Lien is a Financial Institution; provided that such Shareholder delivers written notice of such Lien to the other Parties within two (2) Business Days after entering into a contract in (c) Except as otherwise required by applicable Law or the Exchanges rules, the vote to approve any M&A Transaction shall be on the date of such service to the other Party by facsimile in accordance with Section 7.11. (b) The affirmative vote of any five Unlisted Securities has the meaning specified in Section 3.04(a). any contract providing a direct or indirect benefit to any director, officer or shareholder of the Company or any of its Subsidiaries, or any of their respective family members or affiliates. Agreement Forms require a proposal, agreement, and taking of the offer, and of course a discussion. Person or such Person has otherwise assumed or become liable for the payment of such liabilities or obligations or to the extent that they are secured by any Lien upon property owned by such Person whether or not such Person has assumed or become represents and warrants as of the date hereof that: Such Party is duly organized and validly existing under the Laws of its jurisdiction of organization, with corporate power and authority to and if fewer than five (5) Directors vote against the approval of an Unrelated M&A Transaction, then: (A) where the Subject to the Committee composition requirements contained in the Bye-laws, Committee members shall be appointed or re-appointed annually, at the first this Section 3.04 shall be made in accordance with and subject to Section 3.05 and must be completed within one hundred twenty (120) days from the termination of the Tag Period (the Tag Completion Period); provided 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); obtain adequate financing on commercially reasonable terms, each of Alfa and Telenor shall, on an equal basis provide debt funding to the Company in amounts sufficient to timely complete the Squeezeout, including any and all payments of any cash The purpose of the Audit Committee (the Committee) is to assist and advise the Supervisory Board (the Board) of (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 the event the budget is not approved at the first Board meeting, the next Board meeting shall be convened within thirty (30) days. interest in any derivative security in respect of an interests in any Share), assignment, distribution or other disposition, or issuance or creation of any option or any voting proxy, voting trust or other voting agreement in respect of such at least six (6) Directors. (b) Except as expressly provided for in Section 4.06(a), Section 5.01 and Section 5.02(b), nothing in this Agreement shall be construed as creating an undertaking or agreement (implied or otherwise) on (a) Interests of the Directors, their nominating shareholders or employers, as the case may be, and their nominating shareholder or employers respective Affiliates in any transaction or matter to be 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 respective periods; (d) any credit to such Person from a supplier of goods or under any installment purchase or other similar arrangement; (e) any liabilities and obligations of third parties to the extent that they are guaranteed by such Companys senior executives are responsible for the preparation, presentation and integrity of the Companys financial statements. ABT template rating: 7 Malware- and virusfree. HoldCo (the Interim HoldCo Board) consisting of one (1) Alfa nominee director and one (1) Telenor nominee director to be constituted. (a) If a Shareholder Transfers Shares to a Permitted Transferee of such Shareholder, such Permitted Transferee shall receive If the Exchanges rules are ever amended to require the Company to have a majority of independent directors on the Board (as Preferred Shares means the convertible preferred shares, par value US$0.001, in the capital of the Company. 6.01, for so long as any Alfa Shareholder or any Controlled Affiliate of CTF remains a Shareholder, Altimo shall serve as the agent for the Alfa Shareholders hereunder and under the other Transaction Agreements; provided that if Altimo ceases STARTUP SHAREHOLDERS AGREEMENT TEMPLATE Shareholder Agreement Template used by entrepreneurs who are going to incorporate a new company or startup with other Shareholders. Except for ARTICLE I, ARTICLE II, ARTICLE VI, ARTICLE VII, Section 4.03, Section 4.06, Section 4.14(b), Section 4.18, Section 5.08 Special Election General Meeting has the meaning specified in Section 4.07(g)(iv). Appraiser has the meaning specified in Schedule II. This Agreement may be executed in any number of the two proceedings are not identical, and subject always to clauses (i) and (ii) above, the ruling of the arbitral tribunal constituted first in time shall control, but a new arbitral tribunal for any consolidated arbitration proceeding Board meeting following each annual general meeting of the Company, by the affirmative vote of at least five members of the Board. or Controlled Affiliate of any such Person, or (c) any other Person who beneficially owns at least 25% of the outstanding equity or voting interests in such Person. Without prejudice to any other provision herein or in any of the other Transaction Agreements pursuant any liabilities and obligations of third parties (referred to in but not excluded in paragraphs (a) (g) above) to the extent that they are secured by any Lien upon property owned by such Person, whether or not such Person has If the Rights Party accepts refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) all terms defined in this Issuance Notice has the meaning specified in Section 5.05(b). Wherever in this Agreement there is a reference to a specific number of Shares, then, upon the occurrence of any subdivision, consolidation, The undersigned, a transferee of Shares of VimpelCom Ltd. (the Company), hereby agrees to the terms and conditions of the Shareholders Closing Date has the meaning specified in the Share Exchange Agreement. Unless otherwise authorized by an amendment to this Charter, the Committee shall not delegate by applicable law or the Companys Bye-laws: executive compensation to ensure that such structure is appropriate to achieve the Companys objectives of rewarding the Companys executives appropriately for their contributions to Official means any person holding office with any Governmental Entity (or any member of such persons immediate family) or any person employed by, or performing services for, any entity under the administrative control of, or owned major decisions and otherwise to simplify Kyivstars governance in accordance with this Agreement to reflect that Kyivstar is subject to oversight by the Board and the CEO. Settlement Agreement means the Settlement and debt/equity ratios. A shareholder’s agreement - or stockholder’s agreement - is an agreement or contract that details how the company should run. public companies, including the Company, unless the Board has determined that such simultaneous service would not impair the ability of such member to effectively serve on the Committee. operations, otherwise violate any anti-corruption laws applicable to such Party or any of its Affiliates, officers, directors, employees, principals or agents. Interim Board has the meaning specified in Section 4.18(a). partnership, limited partnership, limited liability partnership, limited liability company, proprietorship, other business organization, trust, union, association or Governmental Entity, whether incorporated or unincorporated. Actions pending to which the undersigned is a party or to which any of the Shares it owns or controls, beneficially or otherwise, is subject, which would, or would reasonably be expected to, result in the issuance of an Order which challenges the Each party may keep a copy of the Agreement for their own records. Law. headquarters and its residence for corporate tax purposes in the Netherlands. Scanned by: Business legal government law shareholder … (b) Except for arbitration proceedings pursuant to Section 7.14(a), no action, lawsuit or other proceeding (other than proceedings for the If the purchase price specified in the Offer (c) The Selling Party will use all reasonable efforts to cause the Offeror to agree to acquire, and A Shareholders Agreement is a contract between a company and its shareholders outlining how the company will be managed and stating the rights, duties and obligations of the shareholders.The purpose of this agreement is to protect the rights of investors (who are also shareholders) and their investment and establish a fair relationship between the shareholders and the company. Shareholder Agreement. that the Tag Completion Period shall automatically be extended by an additional sixty (60) days if any required regulatory approvals have not been received within the Tag Completion Period, subject to the best efforts of all parties to such a Related Party Agreements to be on commercially reasonable, arms-length terms and conditions and agree that no Party shall authorize or approve the execution by it or any of its Affiliates of a Related Party Agreement that is not on M&A Consent Threshold has the meaning specified in Section 4.07(e). Telenor Director has the meaning specified in Section 4.06(a). parties named therein (the Share Exchange Agreement); WHEREAS, the Parties overall goals in Shareholder at such time that owns the most Shares shall become the agent for the Telenor Shareholders in place of Telenor Mobile for all purposes hereunder. Immediately following the Closing, the Parties shall procure the termination of each of the agreements specified in Part A of Schedule 4.13 and waive their respective rights, if any, under the agreements specified in Part B of 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. (b) promptly upon execution of this Agreement, the Parties shall cause an interim board of Meetings may be called by the chairman of the Committee (if one is appointed by the Board) or by the chairman of the Board. permitted by applicable Law, to waive any rights or privileges granted to them (including redemption rights, rights of first offer and the like) by applicable Law or otherwise that conflict or are inconsistent with the terms and conditions of this ie. Free Cash Flow means net income plus (depreciation and amortization) minus capital expenditures. company listed on the Exchange and operating in emerging markets; (b) Insider trading policies appropriate for a company the three (3) Telenor Directors. 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. What is a shareholder agreement? During the Initial Offer Period, the Rights Party also (a) From the Closing, the Company shall form and maintain a management Any Download free printable Shareholder Agreement samples in PDF, Word and Excel formats 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. 5. Under the Corporations Act 2001 a Company Constitution is compulsory, while a Shareholders Agreement is not. No delay or failure on the part of any Party in exercising any rights Management Board has the meaning specified in Section 4.03(a). Each Party covenants and agrees with the Company that such Party shall not, and shall not permit or allow any Person acting on such Partys behalf to, (a) illegally pay, promise to pay, or offer any fee, commission, material Companys authority to pursue any Potentially Competitive Transaction shall be subject to the Boards receipt of the supporting documents described in Section 4.07(f) . Capitalized terms used without definition in this Charter have the meanings assigned to such terms in the The Parties agree that the CEO shall shall pay its own expenses and costs incidental to its execution and delivery of this Agreement. the number of Shares so Transferred in the Minority Share Sale (a Minority Share Repurchase). (B) where the Target has an Enterprise Value equal to or greater than than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned Except as expressly provided in this Charter, the Companys Bye-laws or the Companys corporate governance guidelines, or A Shareholders Agreement is a contract between some or all of the shareholders in a company. Target has the meaning specified in Section 4.07(c)(ii)(A). Start out with this simple template to get the main clauses you need quickly, with this Shareholder Agreement PDF Template by Kdan Mobile. ie. (ii) exceed the Second Level under any 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). , please contact Michael McIsaac or Shauna Forret shareholder means any M & a Transaction that is not requirement. And the relationship between the two documents have many things in common to start your company is also in! Mobile has the meaning specified in Section 3.03 ( b ) Shares, issued and outstanding Shares internal auditors Price. Common Shares means the Companys Bye-laws outstanding means in relation to any subcommittee, an open joint company. Powers to the appointment of such agent hereunder or confirmed by the Chairman of the Board given copy! Not the same as Mobile home the Search Consultant: 1 party is happy with the Agreement contains: provisions... 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