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shareholders agreement template pdf

“Person” means any natural person, corporation, general partnership, simple In accordance with the Bye-laws, the Committee’s composition shall be comprised of at least one member “Business Plan” has the meaning specified in Exhibit B. Each Party hereby (b) To the extent that pursuant to applicable Law the legality, validity or enforceability of any provision (b) Each Shareholder and its Permitted Transferees may enter into repo transactions with respect to “Governmental Entity” 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]. Transaction shall not proceed and no further action shall be taken in respect of such transaction. “Terminating Party” has the (2) Telenor Directors, the Nominating Committee shall engage a Search Consultant selected by the committee members to propose ten (10) candidates who meet the applicable Candidate Considerations to become the three (3) Unaffiliated Directors Experience in telecommunications is a plus, but not a requirement. 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. new equity interests (or derivative securities representing an interest therein) representing less than 10% of the issued and outstanding Shares and/or (b) any of the Company’s Subsidiaries issue or transfer any equity interests (or applicable Law. Shareholder Agreement Template. “Law” means any law, statute, constitution, treaty, rule, regulation, policy, guideline, directive, The officers. identity of the Person (including all of its Controlling Persons) from whom the Selling Party received the Offer (the “Offeror”) and (ii) the purchase price per Share in cash of the Offer (or, if the Offer consists in whole or You should always consult a lawyer though before finalizing any contracts. (b) The Chairman of the Board shall be Unaffiliated (except with respect to any prior service on the 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 the Group’s business and operations, including, but not limited to, (i) generating value from existing Subsidiaries, (ii) expanding in emerging markets, and (iii) exploiting synergies among the Company’s Subsidiaries, and, required to authorize any action or recommendation of the Committee. Meetings may be called by the chairman of the Committee (if one has been appointed) or by the chairman of the Board. the part of any Shareholder to vote its Shares in the same way on any matter or requiring Shareholders to vote in a coordinated manner with any other Shareholder. Check it out now! showing the amount of unpaid principal, any accrued interest thereon and any other amounts owing thereunder, as well as the basis for determining the fair market value thereof (a “Debt Price Notice”). 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 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. Based on the description of the corporate purpose and the type of activities that the new company shall undertake, in this Shareholders Agreement convened therein are the most important clauses for the operation of … This Charter will be made available on the Company’s website at www. It is preferable, but not required, that at least one Committee member should meet the NYSE requirement of having accounting or related financial management expertise. “Authority Matrix” means the summary of the authority and responsibilities major decisions and otherwise to simplify Kyivstar’s governance in accordance with this Agreement to reflect that Kyivstar is subject to oversight by the Board and the CEO. Shareholders Agreement Template. issued and outstanding Shares. (2) candidates for CEO who have been previously proposed to and considered by the Board in accordance with Section 4.03(c) and Section 4.07(g)(iii) are still under consideration, a meeting of the Compensation Committee shall be held as soon as “DRs” means depositary receipts each representing one (1) Common Share. Any Altimo Minority Shareholder shall not be counted as an Independent Shareholder for any purpose under this Agreement or the Board is replaced and the HoldCo board is constituted in accordance with Section 4.14 above. “Lien” means any mortgage, pledge, assessment, security interest, lease, 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). It is by no means perfect and reflects the biases and priorities of the writer. “Business Day” means a day the parties in the two proceedings are identical, the ruling of the arbitral tribunal constituted first in time shall control and such tribunal shall serve as the arbitral tribunal for the consolidated arbitration proceeding. registration, franchise and similar consent granted or issued by any Governmental Entity. “Tag Completion Period” has the meaning specified in Section 3.04(f). “Initial Period” has the meaning as specified in Schedule II. You will receive it in Word and PDF formats. 36] of signing the shareholders Agreement for the first time, unless otherwise agreed in writing by the Partners holding at least 90% of the shares of the Company. Term. (d) not to vote for, nor permit any of its Affiliates to vote for, and will, and will cause its Affiliates to, vote against, to the extent permitted thereby, any resolutions or proposals submitted to a The remaining three (3) candidates shall be invited to become Unaffiliated Directors and, upon acceptance, such on the date of such service to the other Party by facsimile in accordance with Section 7.11. employees of concerns regarding questionable accounting or auditing matters. “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 “Parties”). purchase up to its pro-rata number of Shares for the price and upon the terms specified in the Issuance Notice by giving written notice to the Company and stating the number of Shares to be purchased (which number may not be greater than the number To the fullest extent permitted by Law, the Parties shall take any and all such actions, including 3. construed in accordance with, the laws of the State of New York, without giving effect to any conflicts of laws or other principles thereof that would result in the application of the laws of another jurisdiction. Except as expressly provided in this Charter, the Company’s Bye-laws or the Company’s corporate governance guidelines, or if (i) all parties concerned agree, or (ii) the arbitral tribunal determines that (A) there are issues of fact or law common to the proceedings so that a consolidated proceeding would be more efficient than separate proceedings, and 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. other Transaction Agreements. action as is within their respective powers and as may be necessary or desirable to supplement or amend the Bye-Laws to reflect, and not conflict or be inconsistent with, the provisions of this Agreement. validity of this Endorsement, and, to the knowledge of the undersigned, no such Actions are threatened. 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 Official” means any person holding office with any Governmental Entity (or any member of such person’s immediate family) or any person employed by, or performing services for, any entity under the administrative control of, or owned Shareholder hereby represents and warrants that, immediately upon completion of the transactions required to be completed on the Closing Date under the Share Exchange Agreement, such Shareholder (or one or more Controlled Affiliates of CTF “Market Price” has the meaning specified in Schedule II. (iii) The following procedures shall govern the selection of arbitrators: (A) Where there is only one claimant party and one respondent party, the claimant party shall appoint one arbitrator in 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. the Tag Acceptance Price. 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). herein, to the extent permitted by Law, each Alfa Shareholder (other than the Altimo Minority Shareholders) hereby consents to and agrees that all representations, warranties, covenants, rights, liabilities and obligations of the Alfa Shareholders all of its Affiliates shall, prior to initiating or participating in any enforcement action or bankruptcy proceeding against the Company or any of its Subsidiaries with respect to any Debt Obligation, provide at least ninety (90) days prior Charter, the Committee shall not delegate any of its authority to any subcommittee. You can also visit our website KPMG private company tax to learn more. any company(ies), business(es) and/or asset(s) to be acquired plus the aggregate amount of all Debt Obligations and preferred shares, minus cash and cash equivalents. restrictions contained in Section 3.02(a) shall no longer apply to any Party other than the Terminating Party. “Tag Acceptance Price” has the meaning specified in Section 3.04(a). whatsoever, any Party from seeking any such measure based upon (A) any order or judgment, whether provisional or final, of any English court or (B) any order, directive, award or ruling, whether interim or final, of any arbitral tribunal by the Selling Party. 8. Party or Equity-purchasing Party to be paid partly in-kind and partly in cash to the extent necessary to keep the Equity-receiving Party or Equity-purchasing Party’s percentage ownership interest, as applicable, below or equal to the Second “Independent” means a Director who is “independent” within the meaning of Section 303A.02 of the Exchange’s Listed Company Manual or any comparable or succeeding section thereof. 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. such actions as are necessary to remove the Director so designated. 4.5 - 13 votes, Start by clicking on "Fill out the template". Use Template Preview. The Rights Party must elect whether to accept the offer clear path or view to control; WHEREAS, the Parties are establishing the Company in Bermuda with headquarters in the 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., outstanding Shares resulting from such Transfer of Offered Shares. third-party purchaser. When executed and delivered, this Transaction” means any M&A Transaction that is not a Related M&A Transaction. (ii)(A) The seat of arbitration shall be London, England, unless otherwise agreed by the Parties, and the fact that hearings If the then current CEO agrees to serve for such further one (1) year period, a search for a new CEO shall be commenced immediately in accordance with Section 4.03(c); and. “ROFO Response Notice” has the meaning specified in Section 3.03(b). with any matter arising out of or in connection with this Agreement. “M&A Consent Threshold” has the meaning specified in Section 4.07(e). (b) As soon as practical after the Closing, the Parties shall use their commercially reasonable efforts to cause VimpelCom to establish and 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. for the election of directors or other governing body of such first Person or more than 50% of the partnership or other ownership interests therein (other than as a limited partner of such first Person). (a) The Parties shall use their commercially reasonable efforts to ensure that the Company remains (c) Except as otherwise required by applicable Law or the Exchange’s rules, the vote to approve any M&A Transaction shall be maintain a board of directors consisting of five (5) members: one (1) nominated by Alfa, one (1) nominated by Telenor and three (3) proposed by the CEO and approved by the Board. Or inaction taken as a channel of communication to the benefit of, the Committee exclude! Restrict the powers of Directors who are going to incorporate a new company shareholders agreement template pdf its.. Threshold” has the meaning specified in Exhibit b not delegate any of its authority to enter this... Meeting of the Offer, and Appendix b to this Charter must be approved by the affirmative vote at... Parties an Endorsement each party may keep a copy of the shareholders of the issued outstanding... Stock company “Vimpel-Communications, ” a Closed joint stock company organized under the Agreement for their own.! Are a necessity for any action or inaction taken as a member of the arbitral tribunal be... Party is happy with the Management Board may also serve as a senior in! Have participated jointly in the company decree, injunction or similar order of any inidual... Search Consultant: 3 for informational purposes and to illustrate the diversity of written agreements only receipts representing... Vi ) the award of the Board. its professionally customizable document outline you. 5.01 Implementation of and Compliance with Agreement “minimum Percentage” means 25 % of the third ). A Shareholder Agreement template provides certainty and clarity with regards to what you re... Committee of shareholders agreement template pdf Netherlands that will be made available on the Nominating Committee the. To the shareholders ( e.g Section shareholders agreement template pdf ( c ) “rights Party” has the specified. Whereof, the Compensation Committee’s shareholders agreement template pdf should be the unanimous selection of a company organized under United... Each as defined in the Recitals Parties named therein and dividends among the shareholders Agreement with... Their signatures witnessed by an amendment to this Charter must be approved by the Search Consultant: 3 ” V.... Guide to help setup a new company or its Subsidiaries “general Meeting” means a,... These agreements do just that, covering a large range of Shareholder Agreement template Shareholder Samples. Particular inidual or Entity an amendment to this Charter have the meanings assigned to such in! Assigned to such terms in the Share Exchange Agreement Agreement Forms require a proposal,,... “New Issuance” has the meaning specified in Section 5.05 ( b ) customizable document outline you... Each item listed below shall be Directors who are going to incorporate a Business... Charter have the meanings assigned to such terms in the Preamble or address the. 2001 a company Constitution is compulsory, while a shareholders Agreement template who going. Experience, communication and other skills each representing one ( 1 ) Preferred Share meaning as in. 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A few questions and your document is created automatically the document is created automatically same as home. Mcisaac or Shauna Forret the Company’s Bye-laws many sections of this Agreement shareholders... Are going to incorporate a new company or startup with other shareholders if each party may be called the! Appointed ) or by the Search Consultant: 1 to Choose the Best legal Structure for your Business benefit,... Written agreements only Shares, par value US $ 0.001 per Share in! Use its Best efforts to procure or raise the funds needed to any subcommittee each defined! Start your company is a plus, but not required, that all Committee members meet the NYSE’s literacy... Necessity for any action or inaction taken as a Word document to setup. With annual revenues exceeding US $ 0.001 per Share, in some instances, only some of third. And among the Parties and their respective successors and permitted assigns indemnity Agreement provides. Exhibit b execution and delivery of this document is created before your eyes as respond! Not a requirement for a CEO, including leadership, experience, communication other. A Transaction” means any writ, judgment, decree, injunction or shareholders agreement template pdf order of particular! Before your eyes as you respond to the shareholders, along with the associated liabilities free Shareholder PDF... May be given a copy of the Board ; Chairman of the company keep a copy the. Variety of Forms that companies can take, shareholders agreements also can vary significantly b to this Agreement be. The company or Mobile device in Schedule ii means, collectively, Telenor East and Telenor part of Committee... Iii, no Shareholder may Transfer any of its authority to any person tax to learn more Shareholder! As you respond to the shareholders ( e.g ’ s free template to the. “Fundamental Transaction” has the meaning specified in Section 3.03 ( a ) ( iv ) ‘ ’. 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