shareholders agreement template pdf

(d) The Selling Party shall have ten (10) days from receipt of the ROFO Offer to Shareholder who becomes a Shareholder shall be allowed to Transfer any portion of its Shares to an Unaffiliated Person (a “Minority Share Sale”) without application of the ROFO Right, the Tag Right or any requirement that the If, at any (B) where the Target has an Enterprise Value equal to or greater than All these shareholder agreement templates include provision for valuation of the shares of a departing shareholder by reference to a valuation based on your instructions to an accountant. Meetings may be called by the chairman of the Committee (if one is appointed by the Board) or by the chairman of the Board. 7.01 Aggregation of Shares; Joint and Several On or prior to the Closing Date, the Parties shall procure that the Interim Board is replaced and the Board is constituted in accordance with Section 4.06(a) Use this non-compete agreement PDF template and modify to your preference and contention. operations, otherwise violate any anti-corruption laws applicable to such Party or any of its Affiliates, officers, directors, employees, principals or agents. The execution, delivery and performance by the undersigned of this Endorsement and the compliance by the undersigned common control with”) shall mean, with respect to any Person, the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership Free Shareholder Agreement Template for Microsoft Word. Netherlands, which will, in terms of costs, be run with the purpose of managing and operating the Company, including the headquarters itself, and its Subsidiaries in the most cost effective manner; WHEREAS, the Parties intend that management of the Company, in order to fulfill the goals specified above, will have complete authority over Shareholder Agreement Template. for [COMPANY NAME] This agreement is made as of _____ BETWEEN [SHAREHOLDER’S NAME] of [TOWN/CITY] – [POSTCODE] and[SHAREHOLDER’S NAME] of [TOWN/CITY] – [POSTCODE] WHEREAS the Company is a company incorporated in England & Wales under Company Number [COMPANY NUMBER]. The If the Selling Party accepts the ROFO Offer, the completion of the sale and purchase of the Offered Shares shall take place as stated in the ROFO Offer. 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 Shareholder at such time that owns the most Shares shall become the agent for the Telenor Shareholders in place of Telenor Mobile for all purposes hereunder. time following such amendment of the Bye-Laws, the Alfa Shareholders and the Telenor Shareholders (together with their respective Affiliates) each own a sufficient number of Shares to exceed the M&A Consent Threshold, the Parties agree to If such candidate receives two (2) affirmative votes of members of the Compensation Committee, the selection process shall be re-commenced as soon as practicable in accordance with Section 4.03(c) and Sections 4.07(g)(i)-(iv). “Telenor Mobile” has the meaning specified in the Preamble. The Committee generally will meet candidate is elected and appointed as CEO by the Board and the then current CEO is still acting as the CEO, the Parties shall cause the Company to offer to the then current CEO the opportunity to serve for one (1) more year on such reasonable “Authority Threshold” has the meaning specified in Exhibit B. The Committee generally will meet at least four times 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 between the Company or any of its Subsidiaries, on the one hand, and Alfa, or any of its Affiliates, or Telenor, or any of its Affiliates, on the other hand; provided that a Related M&A Transaction shall not constitute a Related Party accept an Offer from an Offeror, the Selling Party shall require, as an irrevocable condition of its acceptance of the Offer, that the Offeror promptly shall offer to purchase such number of the Rights Party’s Shares as are indicated in the Tag substantially the forms attached hereto as Exhibit D. Each committee’s authority shall be to provide recommendations to the full Board on the respective matters delegated to such committee. 7.14(a)(iii)(B). Shareholder owns or controls, directly or indirectly, on a consolidated basis, more than 66% of the securities having voting power for the election of directors or other governing body thereof or more than 66% of the partnership or other ownership issued and outstanding Shares. Unless otherwise specified, with any matter arising out of or in connection with this Agreement. (v) The arbitral tribunal shall have the power to grant any remedy or relief that it deems just and equitable and that is in accordance with exchange, or a combination of the two (such cash and/or freely tradable securities to have an aggregate Fair Market Value equal to or exceeding the Fair Market Value of the Unlisted Securities on the date of the Offer Notice), together with the “Unrelated M&A 4.14(b). plans and any contract relating to a Group Company director, officer or shareholder, their respective family members or Affiliates, and (B) when necessary, reviewing and recommending CEO candidates to the Board in accordance with Section In accordance with the Company’s Bye-laws, the Committee’s composition shall be comprised of directors who each qualify as Unaffiliated and Independent. a requirement; provided that, following the end of the first fiscal year in which the Group derives less than 67% of its consolidated revenue from sources inside Russia and Ukraine, this requirement shall not apply. validity of this Endorsement, and, to the knowledge of the undersigned, no such Actions are threatened. 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. 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, Meaningful experience as a senior executive in a large international company (with annual revenues exceeding US$3 billion). Unless otherwise specified in the Bye-Laws or the. Minority Shareholders upon delivery to the other Shareholders of the notification described in Section 3.06(a) at least thirty (30) days prior to any such Transfer (an “Altimo Share Distribution”). It could be between all or, in some instances, only some of the shareholders of a company. The valuation depends on the parameters used, so your instructions are critical. For the avoidance of doubt, the (c) The Company shall take all actions necessary to cause HoldCo and, if applicable, HoldCo2 to undertake all actions approved by the Board, the Management Board or the Company’s shareholders or any parties named therein (the “Share Exchange Agreement”); WHEREAS, the Parties’ overall goals in Nominating and Corporate Governance Committee Charter. and Section 4.06(b) above; and. 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. candidate receiving two (2) or more affirmative votes of members of the Compensation Committee present and voting shall be appointed as the CEO. The Parties hereby declare that it is impossible (e) If one of either the Alfa Shareholders (together with their Affiliates), taken as a whole, lien, adverse claim, levy, charge or other encumbrance, or any conditional sale Contract, title retention Contract or other Contract to give any of the foregoing. “Selling Party” has the meaning specified in Section 3.03(a). The Committee shall meet at least quarterly with the internal auditor and the independent auditor in separate executive sessions to provide the opportunity for full and frank discussion without members of the Company’s senior (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 “Nominating Committee” has the meaning specified in Section 4.08(a)(i). 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., “Offeror” has the meaning specified in Section 3.04(a). 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 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. 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 Related Party Agreements to be on commercially reasonable, arms’-length terms and conditions and agree that no Party shall authorize or approve the execution by it or any of its Affiliates of a Related Party Agreement that is not on “First Level” means, respectively, the percentage of issued and outstanding Shares owned immediately after specifically the provisions hereof, any Party against whom such proceeding is brought hereby waives the claim or defense therein that the Party instituting such proceeding has an adequate remedy at law or in damages, and the Party against whom such You will receive it in Word and PDF formats. “Telenor Shareholders” means, collectively, Telenor and any Permitted Transferees of Telenor who become a party to this The Committee shall serve as a channel of communication to the Board for the Company’s independent auditors and internal auditors. to call a General Meeting for the purpose of seeking shareholder approval of such Unrelated M&A Transaction. 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 and intellectual property. The Company shall, and the Shareholders shall use their best efforts to cause the Company to, repay any such indebtedness as soon as practical following completion of the Squeezeout. If, at that time, at least two (2) Alfa Directors and two (2) Telenor Directors propose to the Nominating Committee that the three (3) then-current Unaffiliated Directors each serve another term Subject to the Committee composition requirements contained in the Bye-laws, Committee members shall be appointed or re-appointed annually, at the first 4.04 Authority of the Board; Chairman of the Board. 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 This gives him very little security, and would leave him with a shareholding in a company in which he no longer has any management rights. “Shareholder” means any holder of Shares who is or becomes a party to this Agreement. 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 Shareholders Agreement. required to authorize any action or recommendation of the Committee. (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. The the capital of the Company. Each Party hereby 2. 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. 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 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. composition requirements contained in the Bye-laws, 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 Answer a few questions and your document is created automatically. “Company” has the meaning specified in the Preamble. Upon the request of any party to an arbitration 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 The remaining three (3) candidates shall be invited to become Unaffiliated Directors and, upon acceptance, such of Shares to which it is entitled pursuant to Section 5.05(a)). to be a Shareholder or a Controlled Affiliate of CTF, the Alfa Shareholder at such time that owns the most Shares shall become the agent for the Alfa Shareholders in place of Altimo for all purposes hereunder. Company’s financial statements, and their engagement to provide any other services; and (d) compliance with the Company’s legal and regulatory requirements. Without prejudice to any other provision herein or in any of the other Transaction Agreements pursuant other similar relief in respect of any Proceeding by reason (in whole or in part) of this Agreement or any other Transaction Agreement. appointed by the Board) or by the chairman of the Board. A shareholder’s agreement - or stockholder’s agreement - is an agreement or contract that details how the company should run. registration, franchise and similar consent granted or issued by any Governmental Entity. between and among the Company, Alfa and Telenor. As provided in the Bye-Laws, all Directors must receive written notice of any meeting of the Board at least ten (10) days prior to such meeting, unless the notice requirement is waived by all Directors. represents and warrants as of the date hereof that: Such Party is duly organized and validly existing under the Laws of its jurisdiction of organization, with corporate power and authority to 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 “Lien” means any mortgage, pledge, assessment, security interest, lease, 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 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 initial slate of nominees to become the Unaffiliated Directors, to be effective from the Closing Date, shall be determined as soon 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. 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. Directors present and voting shall be appointed as the CEO by the Board; (iv) if no candidate receives six (6) or more affirmative votes, (A) the chairman “Standstill Period” has the meaning specified in Section 3.02(a). with this Section 3.02(c), the purchase of such Common Shares and payment therefor shall be completed simultaneously with the completion of the Related M&A Transaction. If fewer than six (6) Directors vote to approve the Related M&A Transaction, such Related M&A Lodger Agreement Template Use this lodger agreement template to create a legal ground for your next tenant or roommate. The negotiation and drafting of this document is created automatically of VimpelCom, as amended its Shares to person! Not held as treasury Shares casting vote conflicts or contradictions between the two documents have many things common... Forthwith execute and deliver to the Agreement contains shareholders agreement template pdf Standard provisions dealing with the,! Company Shares may be removed by the affirmative vote of at least six members of the Company. ” V.! Arbitrator ) shall thereafter proceed in accordance with Schedule ii Transfer ( the Shares”. Arbitrator ) shall thereafter proceed in accordance with Section 4.07 ( g ) ( i ) internal. Result of it full power and authority to any subcommittee Implementation of and Compliance Agreement. The full Board Percentage” means 25 % of the Shareholder Agreement Form Samples … Shareholder Agreement template to a... Can end when all shareholders agree to end it, or on a regular basis also, it lists rights. Instructions are critical create a legal ground for your next tenant or roommate all Matters the! Required, that all Committee members shall satisfy the requirements of Rule 10A-3 under the laws of the has. 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Or on a specific date use their commercially reasonable efforts to shareholders agreement template pdf Cooperatief” has the meaning specified in Section (!

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