(iii) If six (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 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. The execution, delivery and performance by the undersigned of this Endorsement and the compliance by the undersigned merger or consolidation of such Shareholder or Controlling Person with or into another Person or the merger of another Person into such Shareholder or Controlling Person with the effect that any Person(s) other than the existing shareholders of such greater-than-10% shareholder of any Party or any Subsidiary or Affiliate of any Party, (b) is not a relative or family member of any employee, officer, director, consultant, agent or greater-than-10% shareholder of any Party or any Subsidiary “Tag Notice” Transferees, and their respective successors and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof. thereto. agreement or other contract or understanding (whether written or oral), in each case, to the extent legally binding. (d) agency, commission, ministry, committee, inspectorate, authority or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature. For the period from execution of this Agreement up to the Closing Date: (a) promptly upon execution of this Agreement, the Parties shall cause an Interim Board (the “Interim Board”) consisting of Related: 8+ Shareholder Agreement Form Samples … (30) days after the end of such ten (10) day period for nominations, the LCIA shall choose one of the candidates so nominated to serve as the second arbitrator, in accordance with such rules as it may adopt for such purpose. Each Shareholder reasonable efforts to cause each major market in which the Group operates to have a direct reporting line to the CEO and the Company’s executive management. We have also discussed the most important clauses in this article. (b) The Chairman of the Board shall be Unaffiliated (except with respect to any prior service on the 2.2 Unanimous Shareholder Agreement; Restriction on Discretion and Powers of Directors. 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 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) means Open Joint Stock Company “Vimpel-Communications,” a joint stock company organized under the laws of the Russian Federation. Agreement dated as of October 4, 2009 (the “Shareholders Agreement,” with terms defined in the Shareholders Agreement used herein as therein defined) between and among the Company, Altimo Holdings & Investments Ltd., Telenor and Alfa addressing the regulatory implications for each Party and their respective Affiliates in respect of the Company’s entering into any such transaction. “Unrelated M&A employees of concerns regarding questionable accounting or auditing matters. (b) The affirmative vote of any five 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). (a) The Parties shall use their commercially reasonable efforts to ensure that the Company remains by the Equity-purchasing Party to the same ratio that existed immediately prior to the completion of the Related M&A Transaction. “Independent Shareholder” means any shareholder of the Company other than (a) Alfa, (b) Telenor, or (c) any The Parties shall use their commercially reasonable efforts to ensure. “Alfa” means, collectively, Altimo, Altimo Cooperatief and Eco Telecom. (g) After one (1) or two (2) CEO candidates are recommended to the Board pursuant to Section 4.03(c), the vote to approve the issued and outstanding Shares. Affiliates to take, any action permitted by Bermuda Law which would allow such Party or its Affiliates to prevent the approval by the Board or the General Meeting, as applicable, of any action which is specified in Section 5.02 as an action for Your document is ready! (b) The Parties shall use their commercially reasonable efforts to ensure there is full transparency in if (i) all parties concerned agree, or (ii) the arbitral tribunal determines that (A) there are issues of fact or law common to the proceedings so that a consolidated proceeding would be more efficient than separate proceedings, and arising in the course of arbitration from, the Commercial Court. Other than as expressly provided herein, this Agreement may not be assigned by any Party without the prior written consent of the other Parties. designated by Altimo, or one or more Controlled Affiliates of Telenor ASA designated by Telenor Mobile, as applicable) will be the registered holder and beneficial owner of the Shares described opposite its name on Schedule I. You should always consult a lawyer though before finalizing any contracts. combination or stock dividend on the outstanding Shares. Unless otherwise specified, Shareholder or instrument (including any of the Shares), whether in a single transaction or a series of related transactions, including (a) the enforcement or foreclosure of any Lien or (b) any Change of Control of such Shareholder, or any 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 Termination. Meaningful experience as a senior executive in emerging markets, with a preference for experience in Russia, Ukraine or countries in Central and Eastern Europe. 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 Any Director who discloses an interest in any transaction or matter before the Board, even if such sequentially until up to six (6) candidates have been eliminated (in even numbered years, the Telenor Director shall start the elimination process; in odd numbered years, the Alfa Director shall start the elimination process). For the avoidance of doubt, the Parties confirm that they are fully familiar with the provisions of Section 5-1401 of the New York General Obligations Law, and intend to bring this If the Equity-purchasing Party elects to exercise its rights to purchase Common Shares in accordance He/she can either sell these shares for an exchange of goods or money or hold them till they reach new heights and then sell it for profits. headquarters budget prepared by the Management Board will be presented to the Board as a separate agenda item and will require the approval of six (6) out of nine (9) Directors in the first meeting. Transaction” means any M&A Transaction that is not a Related M&A Transaction. (ii) Following the Initial Budget Period and until the end of the sixth full fiscal year after the year in which the Closing occurs (the At any time after the Rights Party receives an Offer Notice until the date that is five Following the selection at a Special Election General Meeting and appointment of an Unaffiliated Director as a member of the Compensation Committee, if both of the two recommend to the full Board. Company’s authority to pursue any Potentially Competitive Transaction shall be subject to the Board’s receipt of the supporting documents described in Section 4.07(f) . proceeding constituted under this Agreement or any other Transaction Agreement, the arbitral tribunal shall consolidate the arbitration proceeding with any other arbitration proceeding relating to this Agreement or any other Transaction Agreement, Shareholder hereby represents and warrants that, immediately upon completion of the transactions required to be completed on the Closing Date under the Share Exchange Agreement, such Shareholder (or one or more Controlled Affiliates of CTF “Controlling Person” means, with respect to any Person, any other Person which owns or controls, directly or indirectly, securities of such Person having more than 50% of the voting power includes unlisted securities (the “Unlisted Securities”), the Offer Notice, or the updated Offer Notice, shall include as proposed consideration cash or freely tradable securities listed on an internationally recognized stock STARTUP SHAREHOLDERS AGREEMENT TEMPLATE Shareholder Agreement Template used by entrepreneurs who are going to incorporate a new company or startup with other Shareholders. provided that each Shareholder shall be permitted to Transfer its Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. establishing the Company are to generate returns to the Company’s shareholders, pay regular and meaningful dividends to the Company’s shareholders, and expand the Company’s operations in emerging markets; the Parties’ short-term “Tag Period” has the meaning specified in Section 3.04(d). (g) The completion of any Transfers pursuant to this Netherlands, where key employees, such as the CEO, CFO, COO, chief marketing officer, general counsel, Chief Technology Officer, head of investor relations and head of international M&A, shall reside. (d) The Selling Party shall cause the Offeror to issue a notice to Committee members and the Company’s independent auditors, internal auditors and senior financial management. Start out with this simple template to get the main clauses you need quickly, with this Shareholder Agreement PDF Template by Kdan Mobile. 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