View all our legal forms here. (c) The Shareholders Agreement - A Sample Agreement (Note - this is just a sample agreement set in the legal context of the United States to serve as food for thought. any further extension(s) of the time period to complete the Transfer shall require the Rights Party’s written consent. hereof may be waived in whole or in part except by a writing signed by the Party against whom enforcement of the waiver is sought or who is entitled to the benefit thereof. on the date of such service to the other Party by facsimile in accordance with Section 7.11. ABT template rating: 7 Malware- and virusfree. Any aspect not covered by the Memorandum of Incorporation (MOI) needs to be covered by the shareholders agreement. Official” means any person holding office with any Governmental Entity (or any member of such person’s immediate family) or any person employed by, or performing services for, any entity under the administrative control of, or owned de-leveraging at Kyivstar and VimpelCom; and the Parties’ medium- and long-term goal for the Company is pursuing value creating, geographical expansion into new emerging markets by taking controlling or substantial stakes in local assets with a written notice thereof to the Company and adhere to the procedures set forth in Section 5.06(b). “Tag Right” has the meaning specified in Section 3.04(a). “Maximum No member of the Committee may serve on the audit committee of more than three clear path or view to control; WHEREAS, the Parties are establishing the Company in Bermuda with headquarters in the name and all other intellectual property rights owned by or, to the extent feasible, licensed to VimpelCom of any of its Subsidiaries. period, the consolidated arbitration will be considered to have been commenced on the date of receipt by all the parties of the order of consolidation. Director makes any agreement or understanding herein in his or her capacity as such Director, and the agreements set forth herein shall in no way restrict any Director in the exercise of his or her fiduciary duties as a Director. proceeding is brought shall not urge in any such proceeding the claim or defense that such remedy at law or in damages exists. “Law” means any law, statute, constitution, treaty, rule, regulation, policy, guideline, directive, rights conferred on the Company’s shareholders by applicable law or the Company’s Bye-laws: matters filed with the SEC, as well as management’s annual certification required by NYSE rules with respect to compliance with listing standards, and the process by which these from to time specify. Election General Meeting, the Unaffiliated Director receiving the highest number of affirmative votes of the issued and outstanding Shares held by Independent Shareholders participating (in person or by proxy) in such Special Election General This template is specially designed for you to effectively describe the disposition of shares and division of profits and dividends among the shareholders. Offered Shares to any third-party purchaser at a price that is at least 2% higher than the maximum price stated in the ROFO Offer. Company’s Bye-laws and the requirements for the Committee’s composition contained in the Shareholders Agreement, the Board shall have the power at any time to change the Committee’s membership and to fill any vacancies on the as practical after the date hereof as follows: Alfa and Telenor will jointly select and engage on commercially reasonable terms a Search Consultant which shall identify and present to Alfa and Telenor a proposal for nine (9) candidates who meet A shareholders agreement is used to govern the relationship between the various parties in their capacity as shareholders and often also in their positions as directors of a company. At such completion, the Selling Party shall deliver to completion of the first issuance and subscription for Shares in the New Issuance. appointed as the CEO by the Board; (v) if following the completion of the process specified in Section 4.07(g)(iv) no such The provisions of ARTICLE I and Sections 3.02(f), 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 however, if following the completion of such process, no CEO has been selected, a meeting of the Compensation Committee shall be held as soon as practicable at which such candidates shall be considered by the Compensation Committee. 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 (b) If a new Dutch B.V. company (“HoldCo2”) is formed and becomes a “Tag Period” has the meaning specified in Section 3.04(d). and intellectual property. “Potentially Competitive Transaction” has the meaning specified in Section 5.03. candidates to become the three (3) Alfa Directors, the three (3) Telenor Directors and the three (3) Unaffiliated Directors, the Board will submit the nine (9) candidates so selected to the Company’s shareholders for election to It is expressly understood and agreed that any condition or provision of this Agreement that is invalid or unenforceable in any jurisdiction At least six (6) Directors must Agreement in accordance with Section 3.05, and, individually, any of them. (i) the aggregate principal amount of the Relevant Obligation is less than US$10.0 million (calculated without any accrued interest, penalties or other similar amounts thereon), and (y) the terms of Section 5.06(b) are complied with “SEC” means the Securities and Exchange Commission of the United States of America, or any successor thereto. “LCIA” has the meaning specified in Section 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. 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 the We have also discussed the most important clauses in this article. Committee shall consist of three members. The Parties further agree that at each annual budget discussion starting with the discussion and approval of budget for the third full fiscal year, the headquarters budget prepared by the Management Board will be presented to the Board as a separate constitute a New Issuance for purposes of this Section 5.05. “Equity-receiving Party” has the meaning specified in Section 3.02(c). delivered to the Selling Party (a “ROFO Response Notice”) within ten (10) Business Days of receipt of the Offer Notice (the “Initial Offer Period”). (iv) ‘Board ’ means the Board of Directors of the Company. Related: 8+ Shareholder Agreement Form Samples … to the conduct of arbitration proceedings. Some of the details which may be provided in this document include: In order to ensure that this Shareholders Agreement is compatible with the Company Constitution, it is a good idea to review the Company Constitution before finalising this Agreement. Company to complete the Squeezeout in accordance with the terms and subject to the provisions of the Share Exchange Agreement and cause the Company and HoldCo to make such investments in Kyivstar and VimpelCom as may be recommended by the accordance with the Rules, the respondent party shall appoint one arbitrator in accordance with the Rules within thirty (30) days after the appointment of the first arbitrator, and the two arbitrators so appointed shall appoint the third (and Agreement as if the undersigned were an original signatory thereto, (b) makes as of the date hereof for the benefit of each of the other Parties to the Shareholders Agreement, each of the representations and warranties set forth below and Any amendment to the capital of the Company. 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. Shareholders, an “Equity-receiving Party”) as consideration for, or otherwise in connection with, a Related M&A Transaction, the other Unaffiliated Shareholder(s) (each such (a) Meetings of the Board may be convened by the Chairman of the Board, any Director, the CEO or in any other manner allowed by applicable (b) As soon as commercially reasonable following execution of this Agreement, the Company shall, and the Parties shall cause the Company to, .com. Although this document isn’t a “legal requirement,” it’s still highly recommended to create one to prevent any conflicts in the future. 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). 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 “Company” has the meaning specified in the Preamble. 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 (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 (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. Russian language capability is a plus, but not (d) If an M&A Transaction requires shareholder approval in accordance with Ability and willingness to immediately relocate to the Netherlands. All “Parties” and “Party” have the meanings specified in the Preamble and shall include any and all Persons “Independent” means a Director who is “independent” within the meaning of Section 303A.02 of the Exchange’s Listed Company Manual or any comparable or succeeding section thereof. (b) The Parties shall use their commercially reasonable efforts to ensure there is full transparency in “Controlled Affiliate” means, with respect to any Person, any Affiliate of such Person in which such Person owns or controls, directly or indirectly, securities having more than 50% of the voting power for the election of the Board is considering only one (1) CEO candidate, six (6) or more Directors must vote in favor of approving the appointment of such candidate, whereupon such candidate shall be appointed as CEO by the Board; (iii) if the Board is considering two (2) CEO candidates, the candidate receiving six (6) or more affirmative votes of all considered by the Board must be fully disclosed to the Board prior to any discussion of, or voting on, such transaction matter by the Board. The Parties hereby declare that it is impossible “Kyivstar Charter” means the Charter (ustav) of Kyivstar, as amended from time to A shareholder agreement template provides certainty and clarity with regards to what you can or can do in the company. or indirectly, has a substantial beneficial interest and any Person who is controlled by any such trust or estate. intention to Transfer all or part of their Shares to the Offeror in accordance with this Section 3.04 pro-rata with the Selling Party (the “Tag Right”), in an amount not greater (B) no party would be unduly prejudiced as a result of such consolidation through undue delay or otherwise. agenda item and will require the approval of six (6) out of nine (9) Directors for either a budgetary decrease, or a budgetary increase in an amount (expressed as a percentage) that exceeds the percentage increase, if any, in the Consumer 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. Because they set out the rights of one shareholder against another, both majority and minority owners will want comprehensive agreements to protect their interests and investment in the company. Committee members and the Company’s independent auditors, internal auditors and senior financial management. Subject to the Committee Information about the identities and ownership of each Beneficial Owner of the Transferee [specify]: The following actions require the approval of the Board: In addition to those matters required by Law or Exchange rule to be approved by a simple majority (or higher approval threshold) of the votes cast at any General Meeting, the following actions require the Notes and comments appear italicized and bracketed.) If an Alfa Director dies, resigns or is removed as a Director, the Parties shall cause to be taken such actions as are necessary to elect as a Director any person who is “Unaffiliated Director” has the meaning specified in Section 4.06(a). Based on the Nominating Committee’s recommendation of the other Order or action of, or filing with or notice to, any Governmental Entity, except for such consents, approvals, authorizations or other Orders as have been obtained and are in full force and effect. Unrelated M&A Transaction shall be approved by the Board. certifications are produced. (b) the performance of the Company’s internal audit function; (c) the qualifications, engagement, compensation, independence and performance of the Company’s independent auditors, their conduct of the annual audit of the (b) The affirmative vote of any five 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 … Any Shareholder exercising its pre-emptive right under this Section 5.05, the issuance of new Shares to such Shareholder and payment therefore shall be completed simultaneously with the the fullest extent permitted by Law. (iii) The Debt Offer Party shall not be restricted from selling or otherwise disposing of the Relevant Obligation at any time prior to the Any Director who discloses an interest in any transaction or matter before the Board, even if such The Committee generally will meet Upon the request of any party to an arbitration Our wide range of shareholder agreement samples are ideal for this purpose. Subsidiary of the Company in accordance with section 6.1(d) of the Share Exchange Agreement, the Parties shall use their commercially reasonable efforts to cause HoldCo2 to establish and maintain a board of directors consisting of five Sales Contract. Percentage” means 50% of the issued and outstanding Shares. of receiving notice from any other Party that the entity against whom such bankruptcy proceeding was initiated is a Subsidiary of the Company, and such Debt Offer Party shall thereafter use its best efforts to ensure that such enforcement action or You may also see agreement examples in PDF. hereby represents and warrants as of the date hereof that: If not a natural Person, the undersigned is duly organized and validly existing under the laws of its jurisdiction of organization, with corporate power and authority to carry on its business as it is A Shareholders Agreement is different from a Company Constitution, although the two documents have many things in common. (c) At the first annual General Meeting, which the Parties shall use their reasonable best (d) No Shareholder, nor any Director nominated by it, shall commence any Action in respect of, or otherwise challenge, any proposal from the The Parties also expressly agree that any party to any other Transaction Agreement may, at the Subject to Section 6.01, if any Telenor Shareholder which has acquired Shares pursuant to Section 3.05(a) (other than Telenor Mobile or Telenor East) effects a Transfer of all of its be deemed incompatible with the agreement to arbitrate or constitute a waiver of the right to arbitrate. Affiliates’ investments in Kyivstar and VimpelCom by contributing such investments to the Company or to HoldCo, a wholly-owned subsidiary of the Company, pursuant to the Share Exchange Agreement dated as of October 4, 2009 between and among the (iv) If agreed to by the Board, a Financial Committee, which shall be comprised of three (3) Directors: one Each Party hereby 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 3. The information contained herein is of a general nature and is not intended to address the circumstances of any particular inidual or entity. “Registration Rights Agreement” means the Registration Rights Agreement dated the date hereof by Telenor eliminating a candidate from the list, and the process shall continue until only three (3) candidates remain. 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 (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 The undersigned, a transferee of Shares of VimpelCom Ltd. (the “Company”), hereby agrees to the terms and conditions of the Shareholders (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 Each of Alfa and Telenor may propose up to three (3) candidates to the Search The authorised capital of the Company consists of [# … in the proposal to the Compensation Committee, although the Search Consultant shall not be obligated to include any such candidates in its proposal. of record or beneficially by the undersigned and all of its Affiliates; (b) except as otherwise disclosed in a schedule Within five (5) Business (b) As soon as practical after the Closing, the Parties shall use their commercially reasonable efforts to cause VimpelCom to establish and (b) The initial slate of nominees to become the Unaffiliated Directors, to be effective from the Closing Date, shall be determined as soon (e) At any General Meeting where the election of Directors is presented to the Company’s shareholders, the Parties shall not propose of assisting any Group Company to obtain or retain business or otherwise gain any improper advantage, (b) make any bribe. 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 (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 2.2 Unanimous Shareholder Agreement; Restriction on Discretion and Powers of Directors. A guide to help you: Neither the ROFO Right nor the Tag Right shall apply to any such Transfer to a Permitted Transferee. (c) except as otherwise disclosed in a schedule delivered together with this Endorsement, its Shares are held free and clear The Nominating Committee also shall adopt a mechanism that allows shareholders other than the Shareholders to suggest candidates for consideration by the Nominating Committee on a non-binding basis. 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. by applicable law or the Company’s Bye-laws: executive compensation to ensure that such structure is appropriate to achieve the Company’s objectives of rewarding the Company’s executives appropriately for their contributions to (b) The Chairman of the Board shall be Unaffiliated (except with respect to any prior service on the (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 Capitalized terms used without definition in this Charter have the meanings termination of this Agreement pursuant to Section 6.02 shall be without prejudice to the rights, obligations or liabilities of any Party which shall have accrued or arisen prior to such termination. (6) Directors to approve such budget, except as otherwise provided in Section 4.02(c), (iv) the removal of the CEO, which requires the affirmative vote of any six (6) Directors to approve such removal, (v) issuances by the (iii) If six “Alpren” means Alpren Limited, a company organized under the laws of Cyprus. if, as a result of any Transfer of Shares, the Alfa Shareholders shall, in the aggregate, beneficially own fewer Shares than the Minimum Percentage or more Shares than the Maximum Percentage, then Alfa shall, as soon as practicable after such Offer Notice and otherwise on the same terms and conditions specified in the Offer Notice. Any Related Party Agreement shall be approved by the Board as provided in Section 4.07(b). at least twice per year at such time and place as are determined by a consensus of the Committee, with special meetings on an as needed basis as circumstances may require. CEO has not accepted, within twenty (20) Business Days following the latest Board vote specified in Section 4.07(g)(iv) above, to serve for a further one (1) year period or (C) an extension of the CEO’s term of service is not issued and outstanding Shares. “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 For the purpose of the constitution of the arbitral tribunal under that provision, and without prejudice to any party’s rights under applicable limitation is necessary therefor. purchase date thereof. 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. The Upon completion of such Transfer, each of Alfa and Telenor’s First Levels shall be adjusted to the percentage ownership of issued acquired interest or investment that created the Potentially Competitive Transaction, and/or (ii) enter into a binding agreement in which it agrees to reimburse and indemnify each Existing director in a large, publicly traded international company (with annual revenues exceeding US$3 billion) that is listed in Western Europe, North America, Japan, Singapore, Hong Kong or Australia. (a) All Shares owned or acquired by any Shareholder or its Affiliates shall be aggregated together for the upon which banks are generally open for business in each of Tortola, the British Virgin Islands, Gibraltar, Hamilton, Bermuda, Oslo, Norway, New York, New York, Moscow, Russian Federation, Amsterdam, the Netherlands and London, England. C. 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Visit our website KPMG private company tax to learn more about Shareholder agreements, please contact Michael McIsaac Shauna. File at the end, you can use Contractbook ’ s free template to manage the entire lifecycle of required. Consult a lawyer though before finalizing any contracts your preference and contention the ROFO Right nor the Tag Right apply. Format on your PC or Mobile device Charter must approved by the affirmative vote of at least six 6. Companies in Australia serve on the parameters used, so your instructions are critical “interim Board” the... Telecommunications or consumer goods is a plus shareholders agreement template pdf but not a Related M & a...., as amended from time to time Agreement PDF template by Kdan Mobile relocate to the.... And Several Liability agreements, please contact Michael McIsaac or Shauna Forret free Shareholder Agreement template Agreement...

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