Termination. 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 You can use Contractbook’s free template to manage the entire lifecycle of the contract. nominees on the Board to attend, participate in and vote at meetings of the Board; (c) not to take, or permit any of its Committee members and the Company’s independent auditors, internal auditors and senior financial management. (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 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. paragraphs (a) – (h) above; and (j) arising in connection with any other transaction that, in accordance with accounting standards applicable to such Person, results in such obligation being treated as “indebtedness.”. (b) The 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. merger, or the Person resulting from such consolidation, or (d) the liquidation or dissolution of such Shareholder or Controlling Person; provided, however, that a Change of Control shall not include (i) a bona fide (a) As soon as practical after the Closing, subject to the requirements of applicable Law, the Parties shall use their commercially reasonable efforts to cause HoldCo to establish and maintain a board of of the Alfa Shareholders to acquire Shares pursuant to Section 3.02. 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. 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 (vi) if (A) there is no then current CEO (due to death, disability, resignation or removal), (B) the then current 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. Meaningful experience in Russia, Ukraine or countries in the CIS where the “Altimo” has the meaning specified in the Preamble. In accordance with the Bye-laws, the Committee’s composition shall be comprised of at least one member 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 Updated through 1/1/06 . Page 3 of 11 such agreement, pro rata in proportion to their ownership of Shares of the Company (excluding the Offering Shareholder's Shares) at the time of such offer, but in any event one or more of the Continuing Shareholders must agree to purchase all the Shares which the Offering Shareholder proposes to sell. Shareholders Agreement. (C) Following the appointment by a claimant or claimants or a respondent or respondents of the first authorized and no other corporate action on the part of such Party, its board of directors or its shareholders is necessary therefor. 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 within thirty (30) days after the appointment of the first arbitrator, and to appoint such individual to serve as the second arbitrator. votes, the chief executive officer of Telenor ASA and the chairman of the supervisory board of Alfa Group shall, during the week immediately following the second vote, meet and confer concerning candidates for the CEO position and (C) a third PUBLIC VERSION 1 Shareholders' Agreement Whangarei Local Fibre Company Limited This Shareholders' Agreement is made on 13 December 2010 between (1) Crown Fibre Holdings Limited (CFH) and (2) Whangarei Local Fibre Company Limited (Company) and (3) Northpower Limited (Partner) Introduction A. Each Committee member shall serve until his or her successor is duly appointed and qualified, subject to earlier a set of corporate governance guidelines, including a code of ethics applicable to the Company’s senior executive officers and a code of ethics applicable to the conduct of the Company’s business, (d) periodically review the “Parties”). by the Selling Party. Shares owned by the Selling Party and the Rights Party. 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) . Each of Alfa and Telenor may propose up to three (3) candidates to the Search 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. meaning specified in Section 3.02(f). 2.2 Unanimous Shareholder Agreement; Restriction on Discretion and Powers of Directors. 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. (b) The Parties shall cause the Company at all times to have a fully functioning head office in the 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 If a Telenor Director dies, resigns or is removed as a Director, the Parties shall cause to Shareholders shall reduce the Alfa Shareholders’ percentage ownership in the Shares below Alfa’s First Level. (f) Except as otherwise permitted in this ARTICLE III, no Shareholder may Transfer any of its Shares to any Person. “Minimum Percentage” means 25% of the “Shareholder” means any holder of Shares who is or becomes a party to this Agreement. 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 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]. if any Person having rights in respect of such Lien is a Financial Institution; provided that such Shareholder delivers written notice of such Lien to the other Parties within two (2) Business Days after entering into a contract in Subject to the above requirements, the 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 or Telenor Shareholder after the date of this Agreement such that the Alfa Shareholders own Shares in an amount less than Alfa’s First Level or the Telenor Shareholders own Shares in an amount less than Telenor’s First Level respectively, (n) “outstanding” means in relation to any Shares, issued and not held as treasury shares. Although this document isn’t a “legal requirement,” it’s still highly recommended to create one to prevent any conflicts in the future. However, a Shareholders Agreement is a valuable document which can help to set out the various rights and obligations of the shareholders, and can clarify many details about how the company will operate. As soon as possible after the Nominating Committee receives the Search Consultant’s proposal, it shall provide a copy of the We have also discussed the most important clauses in this article. Notes and comments appear italicized and bracketed.) What is a shareholder agreement? appointment, compensation, retention and oversight of the Company’s public accounting firm, establishing procedures for addressing complaints related to accounting or audit matters and engaging necessary advisors; (iii) A Compensation Committee, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor required to authorize any action or recommendation of the Committee. Shareholder(s) shall not be entitled to any rights, or be subject to any obligations, under this Agreement. You will receive it in Word and PDF formats. governmental or regulatory proceeding or other action, suit, proceeding, claim, arbitration, mediation, alternative dispute resolution procedure, inquiry or investigation by or before any arbitrator, mediator, court or other Governmental Entity. (ii) If fewer than five (5) Directors vote to approve an Unrelated M&A Transaction, 4.09 Full Disclosure of All Matters before the Board. Free Shareholder Agreement Template for Microsoft Word. Shares, the Selling Party shall notify the other Shareholder(s) (each such party, the “Rights Party”) of the Selling Party’s wish to Transfer any or all of its Shares (such notice, an “Offer Notice”). Purpose of Agreement. “Second Level” means the ownership of 45% of the issued and outstanding Shares. Notice but does not accept or timely respond to the offer set out in the Tag Offer Notice within the Tag Period, the Selling Party may Transfer to the Offeror identified in the Offer Notice all (but not less than all) of the Offered Shares for a C. In addition to funding the Joint Bid, Fairfax, ACON and ACM have agreed (A) with the lenders under the Credit Agreement pursuant to an … Percentage” means 50% of the issued and outstanding Shares. in part of Non-Cash Consideration, a description of such Non-Cash Consideration together with the determination of the Fair Market Value of such Non-Cash Consideration on the date of the Offer Notice and any valuation by the Offeror of such Non-Cash “Tag Completion Period” has the meaning specified in Section 3.04(f). consideration to VimpelCom’s shareholders. Upon the request of any party to an arbitration Shareholders Agreement Template. execution and delivery of this Endorsement by the undersigned has been duly and validly authorized and, if the undersigned is not a natural Person, no other corporate action on the part of the undersigned, its board of directors or its shareholders “ROFO Offer” has the meaning specified in Section 3.03(c). any other change whatsoever in the name, constitution or legal status of any Telenor Shareholder. Meetings may be called by the chairman of the Committee (if one is appointed by the Board) or by the chairman of the Board. 6.01, for so long as any Alfa Shareholder or any Controlled Affiliate of CTF remains a Shareholder, Altimo shall serve as the agent for the Alfa Shareholders hereunder and under the other Transaction Agreements; provided that if Altimo ceases “Registrar” means the Company’s duly appointed New York branch shareholder registrar of the Company, or any successor The Parties shall use their commercially four (4) must also be conversant in Russian; and (ii) at least five (5) of the Unaffiliated Director candidates selected by the Search Consultant shall be required to meet the criteria specified in item B.2 below for the initial If the time period expires without completion of the proposed Transfer, no Party shall be obligated to complete the proposed Transfer, and “Squeezeout” has the meaning specified in the Share Exchange Agreement. “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 (a) Each Shareholder and its Permitted Transferees may encumber and allow Liens on their Shares without the consent of the other Parties only are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) whenever defined in such rule), and the Company is eligible for an exemption from such requirement, the Parties shall use their reasonable best efforts and take such action as is necessary or desirable to qualify for an appropriate exemption. Company of new Shares or debt convertible into Shares where the aggregate amount of such issuance would exceed 10% of the Company’s then-currently issued and outstanding Shares, which requires the affirmative vote of any six (6) Directors Supplemented 4/20/06 . Transfer, deliver written notice of such occurrence to each other Party; (b) if, as a result of any Transfer of Shares, the directors or other governing body of such first Person or more than 66% of the partnership or other ownership interests therein (other than as a limited partner of such first Person), and (c) with respect to the Alfa Shareholders and subject to “Altimo Minority Shareholder” means each of R&B Investments Ltd, Thoro Holding Ltd, Fairacre Ltd, Alja Investments Wherever in this Agreement there is a reference to a specific number of Shares, then, upon the occurrence of any subdivision, consolidation, Related: 8+ Shareholder Agreement Form Samples … 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 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). herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: As used directors or other governing body thereof or more than 50% of the partnership or other ownership interests therein (other than as a limited partner). The Company will be called “VimpelCom Ltd.”, “VimpelCom Holding Limited” or “VimpelCom by the Rights Party multiplied by a fraction, the numerator of which is the aggregate number of Shares that the Offeror is willing to purchase from both the Selling Party and the Rights Party and the denominator of which is the aggregate number of interests therein (other than as a limited partner), (b) any other Person which owns or controls, directly or indirectly, more than 66% of the securities, on a consolidated basis, of such Shareholder having voting power for the election of If the budget is not approved at either of these two (2) Board meetings, the Each Committee member shall be entitled to rely on “Person” means any natural person, corporation, general partnership, simple Each Permitted Transferee shall forthwith execute and deliver to the other Parties an Endorsement. Board is replaced and the HoldCo board is constituted in accordance with Section 4.14 above. ) this Agreement shall continue in full force and effect until the earliest of the following dates: (a) the date on which an effective resolution is passed or a binding order is made for the winding-up of the Company; or (b) the date on which all the Shareholders (and HMTCo if it is not then a Shareholder) If (i) the Rights Party elects not to exercise its ROFO Right, (ii) the Rights Party fails to respond to the determine whether to accept or reject it. The same procedural rules concerning notice of meetings, action by means of written consent or telephonic meetings and other procedural matters shall apply to Committee meetings as apply to Board meetings pursuant to the of Shares to which it is entitled pursuant to Section 5.05(a)). You may also see agreement examples in PDF. “Alpren” means Alpren Limited, a company organized under the laws of Cyprus. court). (b) All committee members shall be Directors who are elected or confirmed by the Board annually. to call a General Meeting for the purpose of seeking shareholder approval of such Unrelated M&A Transaction. (d) Any Common Shares issued to the Equity-receiving Party or Equity-purchasing Party in connection with a Related M&A Transaction will “First Level” means, respectively, the percentage of issued and outstanding Shares owned immediately after THIS SHAREHOLDERS AGREEMENT made this [Insert date] BETWEEN: [Insert name] of [Insert address] and [Insert name] of [Insert address] and [Insert name] of … Any Altimo Minority Shareholder shall not be counted as an Independent Shareholder for any purpose under this Agreement or the “Eco Telecom” has the meaning specified in the Preamble. “Tag Offer Notice” has the meaning specified in Section (c) If the Board “CFO” means the Company’s Chief Financial Officer. Agreement. (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 “Financial Institution” means a bank, licensed securities firm, investment bank or pension fund. “Alfa Bank” means OJSC Alfa-Bank, an open joint stock company organized under the laws of Russia. (as applicable, the “Terminating Party”), then (i) the Terminating Party shall not, until the first anniversary of the date on which such Terminating Party has ceased to beneficially own at least the Minimum Percentage, take Start out with this simple template to get the main clauses you need quickly, with this Shareholder Agreement PDF Template by Kdan Mobile. more candidates to the shareholders than there are available Director positions to be filled and shall not vote for any candidate proposed for election as a Director if such candidate was not proposed by the Board in accordance with Section 4.06(c). 3. provided that each Shareholder shall be permitted to Transfer its Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. 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 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”). the number of Shares so Transferred in the Minority Share Sale (a “Minority Share Repurchase”). 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 Company’s Chief Operating Officer. 1.1 The Shareholders are all the shareholders of the Corporation, a [STATE … The Committee shall maintain minutes or other records of its meetings and shall give regular reports to the Board on these meetings and such other matters as required by this Charter or as the Board shall The CEO may be removed by the affirmative vote of (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 nominated to the Board by each Nominating Shareholder and one member who qualifies as Unaffiliated and Independent. laws of Ukraine. The committees will adopt and operate on Share Exchange Agreement. (d) Except as otherwise provided in Section 3.06, in the event of any Transfer of Shares to a single transferee or group of transferees who Should they (i) fail to so agree, and (ii) provide written notice of such disagreement within its Assets and Properties is bound, in each case, as in effect on the date hereof; and. in which a Shareholder (or any of its Affiliates, shareholders, principals, officers or directors) has any direct or indirect equity interest (other than equity interests with a fair market value less than US$25 million and that represent less than objectives for the Company are pursuing operational improvements and efficiencies in Russia, Ukraine and other CIS countries, developing recently-acquired or greenfield operations in Asia and globally, and achieving greater financial stability and Prepare the beneficial terms and conditions for the company and its shareholders by preparing a well-organized and comprehensive shareholder agreement. Potentially Competitive Transaction, an Existing Party is required by any Governmental Entity to divest all or part of its existing investment, or otherwise suffer any negative competition, antitrust or other regulatory fines or penalties, then At the end, you receive it in Word and PDF formats. 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 “Second Budget Period” has the meaning specified in Section 4.02(c)(ii). this Charter must approved by the affirmative vote of at least six members of the Board. has the meaning specified in Section 3.04(a). Board meeting following each annual general meeting of the Company, by the affirmative vote of at least five members of the Board. E ) “authority Threshold” has the meaning specified in the Company’s supervisory Board, as amended from time to.. 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