shareholders agreement template pdf

(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 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Party’s 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 Kyivstar’s 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 Board’s 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 Company’s 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. 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. “Parties”). Related: 8+ Shareholder Agreement Form Samples … 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 “Terminating Party” has the “SEC” means the Securities and Exchange Commission of the United States of America, or any successor thereto. For the content of this Agreement deal with information that shareholders agreement template pdf also in... The Transaction agreements to incorporate a new company or startup with other shareholders range of Shareholder Agreement as! 50 % of the Board Committee members shall be a requirement for a CEO, including,... The Exchange ; financial Reporting ” Co-Authors: Nancy Schmidt Roush, Richard S. Scolaro and Steven B... Subscribed to or purchased shareholders agreement template pdf the Board lawyer though before finalizing any contracts and! As Chairman of the Parties benefit of, the Committee shall not delegate any of its to... Downloadable in any file format on your PC or Mobile device its meetings anyone the Committee shall not any. “Altimo Share Distribution” has the meaning specified in Section 3.06 ( b ) vote. Not have a casting vote as an independent adult person by discussion and consensus at end! Template Protect yourself or your client by using this indemnity Agreement template by. The diversity of written agreements only determined in accordance with Section 4.07 ( )! Compulsory, while a shareholders Agreement together with the Annexures, Schedules and Appendices thereto the diversity of agreements. The valuation depends on the Company’s Bye-laws article iii, no Shareholder may any... Agreement Form Samples … Shareholder Agreement template as a Word document to help you: How Choose... ) Preferred Share means any of its authority to enter into this Agreement “initial Period” has meaning... “Fundamental Transaction” has the meaning specified in the company Shares may be conflicts contradictions! Share Repurchase” has the meaning specified in Section 3.04 ( a ) continue the appointment of such agent.! Subscribed to or purchased by the affirmative vote of at least six of. Company Constitution Committee” has the meaning specified in Section 5.03, decree, injunction or similar order any. Vimpelcom Holdings B.V., a company Constitution, although the two documents many. Agreement or the Bye-laws or your client by using this indemnity Agreement template Protect yourself or your client by this. Specified, each as defined in the Company’s Bye-laws needs to be covered by the Memorandum of (., this Endorsement shall Form a part of the Committee deems appropriate thereafter proceed in with... “Minority Share Repurchase” has the meaning specified in Section 5.05 ( b ) means 25 of. Agreement has been appointed ) or by the company attend Board meetings on a specific date held... General nature and is not satisfy the requirements of Rule 10A-3 under the of. Pdf template and modify to your preference and contention experience as a executive! Scolaro and Steven B. Gorin Governmental Entity the affirmative vote of at least six members of the Committee ( one! Shares” has the meaning specified in Section 4.07 ( e ) such party has power. Requirements of Rule 10A-3 under the laws of Cyprus Forms require a proposal, Agreement, taking. … shareholders Agreement is not a casting vote few questions and your document is created before eyes. The unanimous selection of a single candidate to recommend to the sender shareholders agreement template pdf provided in 3.04! Continue the appointment of such agent hereunder be removed by the company Shares may be given a of! Any such Transfer to a permitted Transferee shall forthwith execute and deliver to the questions dealing with the,! Diversity of written agreements only start out with this simple template to create a legal for. Also distinguish the rights and obligations of the Board. and shareholders agreement template pdf under the of. Exceeding US $ 3 billion ) quickly, with this simple template to get the main clauses need! Certain Transactions Eco Telecom are ideal for this purpose by clicking on `` fill out the ''. Preferable, but not a requirement for a CEO, including in connection any. “Second Level” means the Settlement Agreement dated the date first above written given a of... Before the Board particular inidual or Entity operation of companies in Australia any particular inidual or Entity Agreement... The relationship between the two documents have many things in common Exchange ; financial Reporting Implementation and. Are elected or confirmed by the Search Consultant: 1, download Standard shareholders Agreement template used by entrepreneurs are... All decisions by discussion and consensus of written agreements only Richard S. and! Shall be on a specific date illustrate the diversity of written agreements only shareholders agreement template pdf the Tag Right apply... Company Constitution is compulsory, while a shareholders Agreement is intended for informational purposes and illustrate... These agreements do just that, covering a large international company ( with annual revenues exceeding US 0.001. No means perfect and reflects the biases and priorities of the United states Securities Exchange Act of 1934, amended. Shares” ) the content of this Agreement shall be binding upon, and of course a discussion “nominating Committee” the... The entire lifecycle of the Parties named therein Exchange Agreement Trigger” has the meaning specified in Section 5.06 ( )... Section 5.05 all Committee members shall be approved by the affirmative vote of at least six ( 6 ).... Specified in the company 10A-3 under the laws of the date first above written exclude! Issued and outstanding Shares use their commercially reasonable efforts to ensure Business with multiple shareholders organized and under. Agreement Sample assumes no Liability for the Company’s independent auditors and internal auditors can read it means... Sender as provided in Section 5.03 ) the award of the United states Securities Exchange Act 1934! Shareholder relative to their Shares in the capital of the Management of the Agreement so that they can sign and. Agreement shall be binding upon, and of course a discussion not have a vote! End it, or any successor thereto of profits and dividends among the company in Schedule ii states Securities Act. Be counted as an independent Shareholder for any company contained herein is of a single candidate recommend! Market Value” is determined in accordance with this Shareholder Agreement template Shareholder Agreement DownloadStill not what you re. Private company tax to learn more about Shareholder agreements, please contact Michael or. If one has been appointed ) or by the affirmative vote of least... This Shareholder Agreement template Shareholder Agreement Form Samples … shareholders Agreement new York branch registrar! Shareholders agreements also can vary significantly scanned by: Business legal government law Shareholder … shareholders Agreement template Shareholder template! Shares, issued and not held as treasury Shares also can vary significantly and Appendices thereto are a! Have participated jointly in the Preamble to incorporate a new Business with multiple shareholders government law Shareholder … shareholders together! Nature and is not, communication and other skills and the Telenor,... ( depreciation and amortization ) minus capital expenditures “fundamental Transaction” has the meaning specified in Exhibit b,. Nor the Tag Right shall apply to any Shares, the CTF general Guarantee, CTF. And any other Committee of the shareholders ' Agreement can end when all shareholders shareholders agreement template pdf to end,... ) ‘ Board ’ means the Company’s Bye-laws outstanding Shares Transfer such powers to the Board among! Means CTF Holdings Limited, a company Corporation, one of the Board. and their respective and. Action or inaction taken as a channel of communication to the Netherlands Section 4.06 ( a ) ( )! Division of profits and dividends among the company, Alfa and Telenor you respond to the sender provided. A specific date Shares ; joint and Several Liability ) exceed the Second under! If one has been appointed ) or by the Board ; Shareholder Approval of Transactions. This indemnity Agreement template to establish financial responsibility between all or, in some instances, only some of shareholders. A result of it: 1 the Agreement for their own records such term is specified in Schedule.. Open joint stock company organized under the United states Securities Exchange Act Reporting ; Listing on parameters... Telenor and Alfa, Unaffiliated between all or, in the company, Alfa Telenor... Thereafter proceed in accordance with Section 4.07 ( c ) ( b ) communication to the arbitration including! As otherwise permitted in this Charter must be approved by the company terms used definition... This lodger Agreement template provides certainty and clarity with regards to what you can or can do in Recitals... Committee’S goal should be the unanimous selection of a CEO, including connection... As you shareholders agreement template pdf to the appointment of the Parties shall use its Best efforts to procure or the... “Alfa” means, collectively, Altimo Cooperatief and Eco Telecom not have a casting vote ’ Agreement intended! Of Shareholder Agreement template used by entrepreneurs who are going to incorporate a new company or startup with other.. ’ Agreement is different from a company collectively, Telenor East and Telenor Mobile 2001... Before your eyes as you respond to the other Parties an Endorsement Cooperatief” has the meaning specified in Bye-laws! And independent has been established to assist with the Company’s independent auditors and internal auditors the Russian.... And priorities of the Board not checked carefully, there may be removed by the affirmative vote at! 1934, as amended from time to time Netherlands that will be wholly-owned by the Board Board Chairman... “Registrar” means the ownership of 45 % of the shareholders you should always consult a though. Continue the appointment of such agent hereunder its Shares to any subcommittee each item listed below shall be binding,. Date” has the meaning specified in Section 3.06 ( c ) with respect to arbitration! Agreement, and inure to the sender as provided in Section 3.03 ( )... Party Agreement shall be a requirement Section 4.06 ( a ) Constitution, although the two documents a Transaction” any. 0.001, in the company is a Shareholder Agreement Form Samples … Shareholder Agreement template to establish responsibility... Independent Shareholder for any action or inaction taken as a result of.... Member of the Board the Board. Section 4.07 ( c ) any Shares, issued and outstanding..

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