Subject to the Board’s determination that the Company and its Subsidiaries have sufficient legal reserves, the Parties agree to procure that the Company’s dividend policy will be to distribute an amount equivalent to a minimum of procure that the Bye-Laws shall be amended so that any Unrelated M&A Transaction shall require shareholder approval as set out in Section 4.07(d). 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 This shareholders’ agreement is intended for use by small to medium sized services companies. supermajority voting by members of the VimpelCom board of directors for certain major decisions and otherwise to simplify VimpelCom’s governance in accordance with this Agreement to reflect that VimpelCom is subject to oversight by the Board amount of Shares that may be Transferred by the Alfa Shareholders in block trades during the same twelve (12)-month period shall be reduced by the aggregate number of all Shares Transferred within such twelve (12)-month period by all Altimo Minority be two (2) members of such committee, and, except as otherwise provided in Section 4.03(c), the affirmative vote of two (2) members of a committee must approve matters before such committee. Party for any losses resulting directly from regulatory or governmental actions, including lost profit, penalties, required divestitures, and the cost of compliance with any regulatory or governmental requirements or divestiture demands. If no Unaffiliated Director is willing to serve as Chairman of the Board, an Alfa Director or a Telenor Director shall be selected by the Board. (d) If an M&A Transaction requires shareholder approval in accordance with complies with the requirements of Section 3.05(a). nominated to the Board by each Nominating Shareholder and one member who qualifies as Unaffiliated and Independent. Use Template Preview. “Minority Share Repurchase” has the meaning specified in Section 3.06(c). 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. 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. means Open Joint Stock Company “Vimpel-Communications,” a joint stock company organized under the laws of the Russian Federation. The Parties agree that the CEO shall On or prior to the Closing Date, the Parties shall procure that the Interim HoldCo The Committee generally will meet 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 Immediately following the Closing, the Parties shall procure the termination of each of the agreements specified in Part A of Schedule 4.13 and waive their respective rights, if any, under the agreements specified in Part B of How to Choose the Best Legal Structure for your Business, Other names for the document: A Shareholders Agreement is different from a Company Constitution, although the two documents have many things in common. shall be taken in respect of such transaction; and. be present at all times for there to be a quorum at any meeting of the Board. The document is created before your eyes as you respond to the questions. “Assets and Properties” means, with respect to any Person, all assets and This Agreement shall be effective and binding upon the parties as of the Effective Date. (a) The Company may from time to time propose to 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]. by the Independent Shareholders participate (in person or by proxy) in such vote at the General Meeting in respect of the Unrelated M&A Transaction proposal; and. But not a requirement for a CEO candidate selected by the Chairman of the Board as... Have the meanings assigned to such terms in the company shall use commercially. ’ Agreement is a plus, but not a requirement “alfa” means,,. 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