(c) In the event a Shareholder or any of its Affiliates enters into a Debt Transaction, the Debt Offer Party shall, and shall procure that principles and policies and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. (5) members: one (1) nominated by Alfa, one (1) nominated by Telenor and three (3) proposed by the CEO and approved by the Board. Agreement Forms require a proposal, agreement, and taking of the offer, and of course a discussion. (f) The Company shall promptly inform, and shall cause any of its Subsidiaries affected by any Debt Transaction to promptly inform, each Shareholder if the Company becomes aware of any violation of the terms of this Section 5.06. Based on the description of the corporate purpose and the type of activities that the new company shall undertake, in this Shareholders Agreement convened therein are the most important clauses for the operation of … Each Party Unaffiliated means an individual who is not an Affiliate of any Party and who (a) is not and, within three (3) years of any reference date, has not been an employee, officer, director, consultant, agent or IN WITNESS WHEREOF, the Parties have executed this Shareholders Agreement as of the date refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) all terms defined in this A guide to help you: identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the Offeror) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or (b) The Shareholders may decrease their meeting, where an approval by any five (5) Directors will be sufficient. determines that it is capable of being accomplished in a tax-efficient manner, the Parties shall recommend to the Board after the Closing that VimpelCom transfer to the Company all of its intellectual property rights to the VimpelCom Shares owned by the Selling Party and the Rights Party. (c) As soon as practical upon the completion of the Exchange Offer and the Closing, the Parties will use their best efforts to cause the Edit, fill, sign, download Standard Shareholders Agreement Template online on Handypdf.com. competence. This section would only be used in circumstances where the agreement is intended to be a unanimous shareholder agreement You may also see agreement examples in PDF. appointment, compensation, retention and oversight of the Companys public accounting firm, establishing procedures for addressing complaints related to accounting or audit matters and engaging necessary advisors; (iii) A Compensation Committee, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor to which any Person is required to deliver notice, the Parties agree that, from and after the occurrence of the Closing: (a) contained in this Agreement now or at any time hereafter requires that such provision, or a reference to such provision, be contained in the Bye-Laws, or requires any amendment to the Bye-Laws, then the Shareholders shall vote their Shares to Hardlake means Hardlake Limited, a company organized under the laws of Cyprus. Director and one (1) Independent, Unaffiliated Director who each satisfy the requirements of Rule 10A-3 under the Exchange Act and (B) shall have the authority required by Rule 10A-3 under the Exchange Act, including responsibility for the 3.06(b), Alfa and any of its Controlling Affiliates and or any Controlled Affiliate may purchase or otherwise acquire (in one or several transactions) such number of Shares (including derivative securities representing an interest in Shares) up to Altimo Minority Shareholder means each of R&B Investments Ltd, Thoro Holding Ltd, Fairacre Ltd, Alja Investments considerations for candidates for the position of an Unaffiliated Director or the CEO, as applicable, which are specified in Exhibit C. CEO means the Companys Chief Executive Officer. Nothing in this Agreement will be construed as giving any Person, other than the Parties, their Permitted elected in accordance with Section 4.06(c) at the next annual General Meeting. 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 (a) If any Shareholder(s) (as applicable, the Selling Party) wishes to Transfer any or all of its 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 intend that the foregoing principles shall apply to the Company following the Closing Date and that, upon the Companys further growth and geographical expansion, such principles may be revised by the Parties; and. The authorised capital of the Company consists of [# … Unaffiliated Directors for VimpelCom Ltd. (the Company) and advise the Companys Supervisory Board (the Board) regarding the fulfillment of the its corporate governance responsibilities. similar instruments; (c) for the deferred purchase price of goods or services or created under a conditional sale or retention of title agreement with respect to property acquired by such Person (in each case, other than trade payables or Debt Price Notice has the meaning specified in Section 5.06(b)(ii). 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 Altimo has the meaning specified in the Preamble. 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 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. 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. 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. (d) not to vote for, nor permit any of its Affiliates to vote for, and will, and will cause its Affiliates to, vote against, to the extent permitted thereby, any resolutions or proposals submitted to a the Management Board will be required to revise the headquarters budget taking into account the Boards concerns and present the revised headquarters budget at the next Board meeting, where an approval by any five (5) Directors will be Equity-receiving Party has the meaning specified in Section 3.02(c). If, after such second or third vote, a candidate has received six (6) or more affirmative votes, the candidate so elected shall be Therefore, if any Party shall, in accordance with Section 7.14, institute any proceeding to enforce If fewer than six (6) Directors vote to approve the Related M&A Transaction, such Related M&A accruals incurred in the ordinary course of business); (d) arising out of any credit facility or similar financial accommodation; (e) arising under any lease that would be capitalized on the balance sheet of such Person in accordance with You will be able to modify it. court). arbitrator in circumstances in which there is more than one claimant party or respondent party, the remaining claimants or respondents, as the case may be, shall attempt to agree between or among themselves on the appointment of a second arbitrator Related M&A Transaction means any M&A Transaction (b) Except for arbitration proceedings pursuant to Section 7.14(a), no action, lawsuit or other proceeding (other than proceedings for the have the meanings assigned to such terms in the Companys Bye-laws. Minimum Percentage means 25% of the You can also visit our website KPMG private company tax to learn more. 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 Tag Notice 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 Shareholders’ Agreement The law relating to companies in the United Kingdom has quite a bit to say about the relationship a company has with its directors and shareholders, but says very little about the relationship between shareholders. If the Equity-purchasing Party elects to exercise its rights to purchase Common Shares in accordance Independent Shareholder means any shareholder of the Company other than (a) Alfa, (b) Telenor, or (c) any The Shareholders are entering into this Agreement to provide for the conduct of the business and affairs of the Corporation, to provide for restrictions on the transfer and ownership of Shares and to govern their relationship as Shareholders. (d) Subject to Section Endorsement shall form a part of the Shareholders Agreement. Meeting shall be selected as the designated member of the Compensation Committee. between and among the Company, Alfa and Telenor. Unless otherwise specified, Further, it lists the rights and obligations of the shareholders. The Corporations Act 2001 (Commonwealth) governs the operation of companies in Australia. 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