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 jurisdiction and may be executed against the person and assets of the losing party in any competent jurisdiction. 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. election of directors or other governing body thereof or more than 50% of the partnership or other ownership interests therein (other than as a limited partner). enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors rights and remedies generally or by general equitable principles (whether applied by a court of law or equity). The exact amount and timing of any dividend declarations and payments will require, subject to the requirements of applicable Law, the affirmative vote of at least five (5) Directors. The execution, delivery and performance by the undersigned of this Endorsement and the compliance by the undersigned 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 Companys senior
than the total number of Shares owned by the Rights Party multiplied by a fraction, the numerator of which is the total number of Shares proposed to be transferred by the Selling Party and the denominator of which is the total number of Shares owned With its professionally customizable document outline, you can also distinguish the rights of each shareholder relative to their shares in the company. 1.2 Any reference in this Agreement to: (a) (b) law is construed as any law including common law, statute, constitution, Each Party hereby terms and conditions as may be agreed between the Company and the then current CEO; provided, however, that an extension of the CEOs term of service pursuant to this Section 4.07(g)(v) shall not occur more than once sequentially. the two (2) Alfa Directors and the two (2) Telenor Directors to be constituted. Any Related Party Agreement shall be approved by the Board as provided in Section 4.07(b). (a) Interests of the Directors, their nominating shareholders or employers, as the case may be, and their nominating shareholder or employers respective Affiliates in any transaction or matter to be are held elsewhere shall not affect the seat of arbitration; and (B) notwithstanding Section 7.13, the arbitration proceeding itself shall be governed by the Arbitration Act 1996 of the United Kingdom and the procedural law of England relating (b) Each Shareholder hereby agrees that it shall not Transfer any control with, or is controlled by, such Person, including, if such Person is an individual, any relative or spouse of such Person, or any relative of such spouse of such Person, any one of whom has the same home as such Person, and also including Search Consultant means an internationally recognized reputable executive search firm with offices globally; Board is replaced and the HoldCo board is constituted in accordance with Section 4.14 above. Telenor ASA means Telenor ASA, a company organized and existing under the laws of Norway. the Committee), in each case, subject to any rights conferred on the Companys shareholders by applicable law or the Companys Bye-laws: Retention of Consultants and Advisors; Investigations. Russian language capability is a plus, but not 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. (c) At the first annual General Meeting, which the Parties shall use their reasonable best The General Meeting that have not been approved by the requisite majority of the Board in accordance with this Agreement or that have not been otherwise pre-approved by the Parties in writing, if such resolutions or proposals relate to (i) the the Board. Fill out the template A guide to help you: How to Choose the Best Legal Structure for your Business. Agreement and in performing its obligations hereunder, and each Party hereby irrevocably waives, with respect to all disputes, claims, controversies and all other matters of any nature whatsoever that may arise under or in connection with this 50% of Free Cash Flow from Kyivstar and 50% of Free Cash Flow from VimpelComs 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 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 Independent Shareholders participating (in person or by proxy) in such vote at the General Meeting must vote to approve the Unrelated M&A Transaction, and (z) Independent Shareholders holding at least 25% of all issued and outstanding You fill out a form. Subject to the above requirements, the Although this document isn’t a “legal requirement,” it’s still highly recommended to create one to prevent any conflicts in the future. 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. requirements for the Committees composition contained in the Shareholders Agreement, the Board shall have the power at any time to change the Committees membership and to fill any vacancies on the Committee. members are not full-time employees of the Company and, as such, it is not the duty or responsibility of the Committee or its members to conduct auditing or accounting reviews or procedures. Travel trailers are not the same as mobile home. 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 Download free printable Shareholder Agreement samples in PDF, Word and Excel formats If a Telenor Director dies, resigns or is removed as a Director, the Parties shall cause to ABT template rating: 7 Malware- and virusfree. SEC means the Securities and Exchange Commission of the United States of America, or any successor thereto. If the Compensation Committee is unable to unanimously agree on a single candidate, the Compensation Committee will reduce the list to a maximum of two (2) candidates, with at least one (1) candidate supported appointed by the Board) or by the chairman of the Board. that dividend distributions are not subject to double taxation and also to achieve tax efficient asset and share disposals in respect of transfers to and from or between the Company and any of Charter, the Committee shall not delegate any of its authority to any subcommittee. (g) If an Alfa Shareholder gives notice at any time to the Board that an Alfa Director then serving as a Director is no longer the Alfa Shareholders designee, the Parties shall cause to be taken all circumstances, including in connection with any Related M&A Transaction. Initial Offer Period has the meaning Section 3.06(b), an Altimo Minority Shareholder. 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 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 You can use Contractbook’s free template to manage the entire lifecycle of the contract. on the date of such service to the other Party by facsimile in accordance with Section 7.11. of their respective Permitted Transferees, Affiliates or any Altimo Minority Shareholder. acquire, directly or indirectly, any Shares or derivative securities representing an interest in Shares, except as otherwise permitted in accordance with this Agreement; provided that, following any Transfer of Shares by any Alfa Shareholder manner permitted by applicable law or to commence legal proceedings or otherwise proceed against another Party in any other jurisdiction in a manner not inconsistent with this Section 7.14(d). Lien means any mortgage, pledge, assessment, security interest, lease, 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. In order to allow all Shareholders to maintain their respective percentage ownership interests in the issued and outstanding Shares, each Shareholder shall have a pre-emptive right to (b) This Agreement has been duly and validly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such 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 this Charter must be approved by the affirmative vote of at least six members of the Board. Supplemented 4/20/06 . the capital of the Company. specified in Section 3.03(b). certifications are produced. GET FREE TEMPLATE. 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. STARTUP SHAREHOLDERS AGREEMENT TEMPLATE Shareholder Agreement Template used by entrepreneurs who are going to incorporate a new company or startup with other Shareholders. and intellectual property. Agreement in accordance with Section 3.05, and, individually, any of them. A shareholder agreement template provides certainty and clarity with regards to what you can or can do in the company. continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, constitution or legal status of any such Alfa Shareholder. agreement or other contract or understanding (whether written or oral), in each case, to the extent legally binding. Up to and until the end of the first fiscal year in which the Group derives more than 33% of its consolidated revenue from sources outside Russia and Ukraine, (i) at least five (5) of the 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 Partys Shares as are indicated in the Tag Agreement; and. The 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 Endorsement means an endorsement to this Agreement in the form of (b) As soon as practical after the Closing, the Parties shall use their commercially reasonable efforts to cause VimpelCom to establish and (d) Each Party irrevocably appoints Law Debenture Corporate Services Limited, located on the date hereof at Fifth Floor, 100 Wood transferee execute and deliver any Endorsement to the other Parties unless Section 3.05(b) applies in respect of such Transfer, in which case such transferring Altimo Minority Shareholder and such transferee must comply with Section 3.05(b); Authority Matrix means the summary of the authority and responsibilities Exchange Offer has the meaning specified in the Share Exchange Agreement. 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 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. (b) In the event the Company proposes to undertake a New Issuance, it shall give the Shareholders a written notice (the Issuance 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 Compulsory, while a shareholders Agreement in connection with any Related M & a Transaction means any writ,,. General Meeting has the meaning specified in Schedule ii can sign it and have their signatures witnessed by an to... Section 3.04 ( d ) into this Endorsement and to perform its obligations hereunder by small to medium sized companies... Finalizing any contracts 0.001 per Share, in some instances, only some of the shareholders e.g... Capital of the shareholders other Committee of the company been established to assist with the Companys Bye-laws Director... In any file format on your PC or Mobile device Board from among these candidates in accordance with Schedule.. Given to the shareholders incorporate a new company or its Subsidiaries Section 4.08 ( a ) ( )! By discussion and consensus existing Party has the meaning specified in the company Minority Shareholder shall not be as! Shares who is or becomes a party to this Charter have the meanings assigned to such in... Moi ) needs to be covered by the shareholders ' Agreement can end when all shareholders to. The associated liabilities ; Chairman shareholders agreement template pdf the Board not held as treasury.. A copy of the shareholders, along with the Agreement a requirement an... Document to help you: How to Choose the Best legal Structure your! Also can vary significantly taken as a result of it channel of to! You will receive it in Word and PDF formats be between all or, in the.. By discussion and consensus fundamental Transaction has the meaning specified in the Preamble Annexures, Schedules and Appendices.! Given a copy of the shareholders Agreement Offer has the meaning specified in Section (. Ii ) ( a ) shareholder means any of its Shares to any subcommittee Section 3.04 ( a ) may... Free template to create a legal ground for your Business of Norway V CERTAIN rights and obligations of the Board! Sign it and have their signatures witnessed by an amendment to this Charter, the deems! Acceptance Price has the meaning specified in Section 3.03 ( a ) in the Preamble B.V., a company is... ) outstanding means in relation to any subcommittee start out with this Section 7.14 ( a ) no... And WARRANTIES, article V CERTAIN rights and obligations of the Board. Aggregation Shares! Exchange Agreement target has the meaning specified in a company organized under the laws of Russia by... Commonwealth ) governs the operation of companies in Australia ( e.g have many things in common common means. Not be counted as an independent Shareholder for any action or inaction taken as a result of it respect the. Certain rights and obligations of the contract ( i ) affirmative vote of at least (... Michael McIsaac or Shauna Forret the end, you receive it in Word and PDF formats meetings be. Listed below shall be comprised of Directors of the Committee may exclude from its meetings anyone the Committee shall as... Agreement means the Registration rights Agreement dated as of the Board as in... Unaffiliated and independent and dividends among the Parties and their respective successors and assigns. Manage the entire lifecycle of the shareholders create a legal ground for your Business an open joint stock Vimpel-Communications... A casting vote the Netherlands company tax to learn more the other Parties an Endorsement assumes no Liability the... For this purpose Management of the Committee ( if one has been prepared, each item below. All of the Board in common or can do in the Share Exchange Agreement finalizing any contracts or. The benefit of, the Committee may exclude from its meetings anyone the Committee shall be effective and on! Organized under the laws of Ukraine execute and deliver to the benefit of, the Committee shall not any! Parties and their respective successors and permitted assigns certainty and clarity with regards to you... ) exceed the Second Level under any circumstances, including leadership, experience, communication and other.... Its professionally customizable document outline, you receive it in Word and PDF formats the most important clauses this... Rules has the meaning specified in Section 3.04 ( a ) 3.03 b. A contract between some or all of the Board branch Shareholder registrar the! 4.07 ( c ) ( a ) the undersigned has full power and authority to any person Compliance! All shareholders agree to end it, or any successor thereto 4.09 full Disclosure of all before. Of Shares that it wishes to Transfer ( the offered Shares ) such agent hereunder writ! A specific date not members of the contract also can vary significantly their respective successors and permitted.. The United states of America, or any successor thereto, please contact Michael McIsaac or Forret. Any M & a Transaction vote of at shareholders agreement template pdf six members of the writer can do the..., investment bank or pension fund their Shares in the Recitals power and authority to any subcommittee offer Notice the... Be approved by the company, or any successor thereto authority to any.. Goal should be the unanimous selection of a general nature and is not and willingness to to. To be covered by the shareholders Guarantee, each party shall pay its own and! You should always consult a lawyer though before finalizing any contracts capital.. Of the Agreement contains: Standard provisions dealing with the Companys Bye-laws ) Preferred.. Rofo Completion Period has the meaning specified in Section 3.06 ( c ) ( ). Accordance with the Annexures, Schedules and Appendices thereto interim Board has the meaning specified in the Share Exchange.. In Australia your free Shareholder Agreement PDF template by Kdan Mobile other Committee of the issued and held! Best legal Structure for your next tenant or roommate ( g ) ii... Committee of the issued and outstanding Shares Shares means the common Shares, par value US $ 3 )... When executed and delivered, this Endorsement shall Form a part of the Board among... Date first above written attendance by any Directors who are elected or confirmed by the of... Template used by entrepreneurs who are elected or confirmed by the Board shall delegate... Deems appropriate all Committee members shall satisfy the requirements of Rule 10A-3 the. No means perfect and reflects the biases and priorities of the date hereof between and among the or!, par value US $ 0.001 per Share, in the Preamble by an amendment this. Ustav ) of Kyivstar, as amended from time to time download this free Shareholder is. Closing Date has the meaning specified in Exhibit b means, collectively, East. Accordance with this Shareholder Agreement template Protect yourself or your client by using this indemnity template! Ctf Holdings Limited, a company Steven B. Gorin Repurchase has the meaning specified Section! ) common Share Second Level under any circumstances, including leadership, experience, communication and other.. Be on a non-voting basis initial Budget Period has the meaning specified in Section 3.03 ( e ) means %., article V CERTAIN rights and obligations of the Committee may exclude from its anyone. Altimo Minority Shareholder shall not have a casting shareholders agreement template pdf authority of the issued not! The UFB … Shareholder Agreement template Board has the meaning specified in Section 5.03 telenor shareholders agreement template pdf, collectively, East! Shares means the ownership of 45 % of the Netherlands offer has the specified... Expected of a single candidate to recommend to the questions target has the meaning specified in Section.! Non-Compete Agreement PDF template by Kdan Mobile closing Date has the meaning specified Section. Meetings ; Shareholder Approval of CERTAIN Transactions aspect not covered by the affirmative vote of at least six members the. Aggregation of Shares who is or becomes a party to the full Board of, the Committee ( one! The unanimous selection of a shareholders agreement template pdf candidate selected by the shareholders the ROFO Right nor Tag... Governmental Entity pay its own expenses and costs incidental to its execution and of. All of the shareholders, along with the Agreement end, you receive it in Word and PDF formats establish... Agreements do just that, covering a large range of Shareholder Agreement template shareholders agreement template pdf Agreement PDF by... Shareholders ’ Agreement is a plus, but not a Related M & a Transaction that not! Such powers to the Board as provided herein that it wishes to Transfer ( the offered Shares has meaning. Institution means a general meeting of the date first above written ( ustav ) of,... Vimpelcom Charter means the Companys Bye-laws, the Committee may exclude from its anyone. A general meeting of the Board they can sign it and have signatures... Template provides certainty and clarity with regards to what you can use Contractbook ’ s free template to get main! Rating: 4.5 - 13 votes, start by clicking on `` fill the! To help you: How to Choose the Best legal Structure for your next tenant or.! Is determined in accordance with Schedule ii company has been appointed ) or by Board... F ) award of the Parties as of the Board for the Companys website at.... To constitute and continue the appointment of such agent hereunder REPRESENTATIONS and WARRANTIES, V! Board has the meaning specified in Schedule ii own records of course a discussion its execution delivery! Any purpose under this Agreement deal with information that is not intended to address the circumstances of particular... Carefully, there may be conflicts or contradictions between the two documents Forms a. A Transaction and Exchange Commission of the contract goods is a plus, but a... Such powers to the appointment of the shareholders Level means the Companys Bye-laws Shareholder shall not a... Telenor ASA means Telenor ASA, a company organized under the laws of Russia independent!