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 Company’s 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 CEO’s 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 employer’s 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 Company’s shareholders by applicable law or the Company’s 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 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 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 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 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 Shareholder’s 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 Party’s 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. 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