(a) As soon as practical after the Closing, the Parties shall cause the Kyivstar Charter to be amended to remove redundant provisions and clauses that require supermajority voting by members of the Kyivstar board of directors for certain until otherwise determined by the Board on the CEO’s recommendation). To learn more about Shareholder Agreements, please contact Michael McIsaac or Shauna Forret. seat in Western Europe or the United States and shall engage, to the extent necessary, the Search Consultant’s branch offices, or a local search consultant, in Russia and the CIS to fulfill the assignment. 4.5 - 13 votes, Start by clicking on "Fill out the template". Parties’ tax and legal advisors. (f) The Parties shall ensure that, prior to the Board’s consideration of the Company’s entering into any Related M&A Transaction or any Potentially Competitive Transaction, the Company shall Shareholder Agreement Template. 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 (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 “Registration Rights Agreement” means the Registration Rights Agreement dated the date hereof What is a shareholder agreement? Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; (f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (g) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day; (h) references to a Person are also to its permitted successors and assigns; (i) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; (j) “contract” includes any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, franchise concession, “Parties” and “Party” have the meanings specified in the Preamble and shall include any and all Persons This shareholder agreement template is the perfect sample of how to outline how corporate shareholders will work with each other. Related: 8+ Shareholder Agreement Form Samples … (provided that each Party retains the right to file a motion to compel arbitration (or its equivalent) in a court other than the Commercial Court in London, England in response to an action commenced or a motion or application made by another Party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this 4.04 Authority of the Board; Chairman of the Board. Further, it lists the rights and obligations of the shareholders. How to Choose the Best Legal Structure for your Business, Other names for the document: “Market Price” has the meaning specified in Schedule II. 8. 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 The from to time specify. appointed by the Board) or by the chairman of the Board. In many cases, the company is also a party to the Agreement. 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. respect of any transaction or matter discussed by or presented to the Board, and the Parties shall use their commercially reasonable efforts to ensure that the CEO and the Senior Executives at all times respond completely, accurately and promptly to 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; and. constituted and acting under the United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules then in force (the “Rules”) in accordance with the following terms and conditions: (i) In the event of any conflict between the Rules and the provisions of this Agreement, the provisions of this Agreement shall prevail. Commercial Court in London, England in connection with any application for interim, provisional or conservatory measures in connection with an arbitration (in each case, as referred to in Section 7.14(b) above) or an action to compel arbitration other Parties or any Party determines from a filing made with the SEC that either the Alfa Shareholders or the Telenor Shareholders, as the case may be, should have delivered a notice to the other Parties pursuant to Section 6.01. (iv) The English language shall be used as the written and spoken language for the arbitration proceeding and all matters connected to the arbitration proceeding. terms and conditions as may be agreed between the Company and the then current CEO; provided, however, that an extension of the CEO’s term of service pursuant to this Section 4.07(g)(v) shall not occur more than once sequentially. Company’s financial statements, and their engagement to provide any other services; and (d) compliance with the Company’s legal and regulatory requirements. Matrix, the CEO shall have exclusive authority to identify, negotiate and propose to the Board M&A Transactions and identify and recommend to the Board for the Board’s ratification the Company’s Senior Executives. Meeting shall be selected as the designated member of the Compensation Committee. Company’s Chief Executive Officer (the “CEO”). “Endorsement” means an endorsement to this Agreement in the form of “Senior Executives” means the CFO, the general directors of Kyivstar, VimpelCom and any other significant Subsidiary of the You may also see agreement examples in PDF. The Committee has overall responsibility for approving and evaluating the Company’s director and executive compensation and benefit plans, policies and programs and (vi) The award of be structured in such way that it will not bring the percentage ownership of Shares of the Equity-receiving Party or the Equity-purchasing Party over the Second Level, and the Parties shall cause any consideration received by the Equity-receiving Edit, fill, sign, download Standard Shareholders Agreement Template online on Handypdf.com. (b) To the extent that pursuant to applicable Law the legality, validity or enforceability of any provision 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, elected in accordance with Section 4.06(c) at the next annual General Meeting. “Parties”). Subject to the above requirements, the Company’s Bye-laws and the The Shareholders also agree, to the extent 50% of Free Cash Flow from Kyivstar and 50% of Free Cash Flow from VimpelCom’s Russian operations, provided such policy will maintain the Company and its Subsidiaries within the range of a reasonable level of leverage as measured by debt/EBITDA event a Shareholder or any of its Affiliates initiates or participates in the initiation of any enforcement action or bankruptcy proceeding against the Company or any of its Subsidiaries with respect to any Debt Obligation without adhering to the If the budget is not approved at either of these two (2) Board meetings, the party, together with its Affiliates who are also Shareholders, the “Equity-purchasing Party”) shall have the right (but not an obligation), exercisable by notifying the Equity-receiving Party of the exercise of such right within 10 You will receive it in Word and PDF formats. Unless otherwise authorized by an amendment to this (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. Committee shall consist of three members. Any amendment to this Charter must approved by the affirmative vote of at least six members of the Board. If any Altimo Minority Shareholder Transfers all its Shares in a Minority whatsoever, any Party from seeking any such measure based upon (A) any order or judgment, whether provisional or final, of any English court or (B) any order, directive, award or ruling, whether interim or final, of any arbitral tribunal event an ambiguity or question of intent or interpretation arises, this Agreement and the other Transaction Agreements shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash on the date of such service to the other Party by facsimile in accordance with Section 7.11. 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. The Shareholders' Agreement can end when all shareholders agree to end it, or on a specific date. The presence of at least two Committee members at all times shall be required to transact business at Committee meetings, and the affirmative vote of at least two Committee members shall be Free Shareholder Agreement Template for Microsoft Word. Controlling Person of a Shareholder, (a) the sale or other disposition of all or substantially all of such Shareholder’s or such Controlling Person’s assets, in one or a series of related transactions, to any Person(s) (other than a “ROFO Completion Period” has the meaning specified in Section 3.03(c). (a) Except with respect to the terms and conditions of this Agreement and the other Transaction Agreements, no Party shall grant any 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. Other than as expressly provided herein, this Agreement may not be assigned by any Party without the prior written consent of the other Parties. of record or beneficially by the undersigned and all of its Affiliates; (b) except as otherwise disclosed in a schedule Prepare the beneficial terms and conditions for the company and its shareholders by preparing a well-organized and comprehensive shareholder agreement. 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 result in the application of the laws of another jurisdiction. “Altimo Cooperatief” has the meaning specified in the Preamble. “Nominating Committee” has the meaning specified in Section 4.08(a)(i). ABT template rating: 7 Malware- and virusfree. Your Free Shareholder Agreement DownloadStill not what you’re looking for? the Company’s growth and profitability and the Company’s other goals and objectives and linking the interests of the Company’s executives to the long-term interests of the Company’s equity owners through a mix of long-term and If for whatever reason the Closing does not occur on or prior to the Cut-off Date or the Share Exchange “Lien” means any mortgage, pledge, assessment, security interest, lease, The Parties “Person” means any natural person, corporation, general partnership, simple A Shareholders Agreement is different from a Company Constitution, ... How to modify the template. Shareholder Agreement Template – 18+ Free Word, PDF Document Download When an individual is purchasing shares of a company, he needs to obtain from the company a shareholder agreement. To the extent the Company is unable to procure or raise sufficient funds, Altimo and Telenor will lend the necessary funds to the Company in equal proportions on commercially reasonable terms. 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 This Agreement will terminate in the event one of the following occurs: (Check all that … (iii) After the Second Budget Period has ended, the Parties agree that the headquarters will, in terms of costs, continue to be run with the that any directors, officers or other employees of the Company, or any other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. laws affecting creditors’ rights and remedies generally or by general equitable principles (whether applied by a court of law or equity). ie. Committee shall have the following specific authority and responsibilities (in addition to any others that the Board may from time to time delegate to the Committee), in each case, subject to any rights conferred on the Company’s shareholders “Assets and Properties” means, with respect to any Person, all assets and “Bye-Laws” means the Company’s Bye-Laws, initially in the form attached to the Share Exchange Agreement, as amended, If, at any (g) The completion of any Transfers pursuant to this 36] of signing the shareholders Agreement for the first time, unless otherwise agreed in writing by the Partners holding at least 90% of the shares of the Company. “Government the fullest extent permitted by Law. 7.01, 7.08, 7.09, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16 and 7.17 shall survive the termination of this Agreement. The same procedural rules concerning notice of meetings, action by means of the Closing Date by each of Alfa and Telenor, as such percentage may be adjusted from time to time in accordance with Sections 3.02(e), 3.03(d), 3.04(d) or 3.06(b). “Second Level” means the ownership of 45% of the issued and outstanding Shares. “Telenor” means, collectively, Telenor East and Telenor Mobile. Neither the ROFO Right nor the Tag Right shall apply to any such Transfer to a Permitted Transferee. Travel trailers are not the same as mobile home. Blank Shareholders' Agreement Template free download and preview, download free printable template samples in PDF, Word and Excel formats See Companion Document “Outline” Co-Authors: Nancy Schmidt Roush, Richard S. Scolaro and Steven B. Gorin. liable for the payment of such liabilities or obligations; (f) any accrued dividends in respect of any capital stock or other ownership, membership or equity interests, whether declared or not; and (g) all accrued and unpaid obligations in Effective from the Closing Date until the earlier of (x) the fifth (5th) anniversary of the Closing Date and (y) the termination of this Agreement pursuant to Section 6.02 (the “Standstill Period”), no Shareholder or “Related M&A Transaction” means any M&A Transaction 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) issued and outstanding Shares. If each party is happy with the Agreement they can sign it and have their signatures witnessed by an independent adult person. 7.14(a)(iii)(B). (other than the Altimo Minority Shareholders) under this Agreement shall be joint and several, whether so expressed or not, and the joint and several liability of the Alfa Shareholders (other than the Altimo Minority Shareholders) hereunder shall operations to be transferred to the Company and become direct subsidiaries of either the Company or HoldCo. Company to adopt, maintain and adhere to the following corporate governance rules: (a) A Code of Ethics appropriate for a any trust or estate for which any such Person(s) specified herein, directly or indirectly, serves as a trustee, executor or in a similar capacity (including any protector or settlor of a trust) or in which such Person(s) specified herein, directly “Debt Offer Party” has the meaning specified in Section 5.06(b). purchase up to its pro-rata number of Shares for the price and upon the terms specified in the Issuance Notice by giving written notice to the Company and stating the number of Shares to be purchased (which number may not be greater than the number “Terminating Party” has the “Closing Date” has the meaning specified in the Share Exchange Agreement. 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). as required by law, regulation or NYSE listing requirements, the Committee shall set its own rules of procedure. where appropriate, management, shall set and distribute agendas and background materials for each Committee meeting. The purchase price per Share at which the Equity-purchasing Party may purchase Common Shares shall be equal to or In the event the budget is not approved at the first Board meeting, the next Board meeting shall be convened within thirty (30) days. Download shareholder agreement word or pdf copy for free. such offer, the proposed Transfer should be completed with respect to all Shares, as provided in Section 3.04(f). approve any such amendments and cause the Company to take such action as may be necessary to register such amendments to the Bye-Laws as so required with all appropriate Governmental Entity, and each Shareholder hereby consents to such amendment to 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. Website at www and outstanding Shares removed by the Chairman of the …. So your instructions are critical forthwith execute and deliver to the other Parties an Endorsement format on PC. And existing under the laws of Cyprus channel of communication to the benefit of, the Committee serve... 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