Common use of Accomplishing the Transactions Clause in Contracts

Accomplishing the Transactions. (a) Notwithstanding the generality of the foregoing, as promptly as practicable after the Execution Date, to the extent not completed on the date hereof, each Party shall cooperate with all other Parties, their respective Representatives, Newco, HoldCo, Kyivstar and VimpelCom and take (or cause to be taken) the following actions as soon as commercially practical in furtherance of the Transactions: (i) taking those actions necessary for the formation and operation of Newco, including (A) the adoption of the Newco Bye-Laws, (B) the constitution of Newco’s interim board and appointment of its interim directors in accordance with section 4.18 of the Shareholders Agreement, (C) the constitution of Newco’s initial supervisory board and appointment of its initial chief executive officer and other officers in accordance with sections 4.03 and 4.06 of the Shareholders Agreement, and (D) the engagement of an independent public accounting firm to act as Newco’s independent auditors; (ii) taking those actions necessary for the formation and operation of HoldCo, including (A) the adoption of the HoldCo Articles, (B) the constitution of HoldCo’s interim board in accordance with section 4.18 of the Shareholders Agreement, (C) the constitution of HoldCo’s initial board in accordance with section 4.14 of the Shareholders Agreement, and (D) the opening of a securities account of HoldCo at a Ukrainian licensed securities custodian; (iii) causing Kyivstar to complete the audit of its financial statements for the 2006, 2007 and 2008 fiscal years; (iv) causing the pro forma financial statements of Newco to be prepared in accordance with the rules and regulations promulgated under the Exchange Act; (v) drafting and filing with the SEC the Registration Statement and any other necessary SEC filings and responding in a prompt and timely manner to any and all of the SEC’s comments and requests for additional information in respect of the Registration Statement and such filings; (vi) applying to list the Newco Common DRs on the NYSE and responding in a prompt and timely manner to any and all of the NYSE’s comments and requests for additional information in respect of the listing application; (vii) causing Newco to enter into a depositary agreement on commercially reasonable terms for the issuance of Newco DRs with a Depositary Bank agreed by Altimo and Telenor Mobile; (viii) selecting candidates to become directors and officers of Newco and HoldCo in accordance with this Agreement and the Shareholders Agreement; (ix) selecting printers and a tender offer solicitation firm reasonably acceptable to Altimo and Telenor Mobile to support the Transactions; (x) selecting a headquarters location in the Netherlands reasonably acceptable to Altimo and Telenor Mobile for Newco’s operations and negotiating a lease agreement for Newco’s headquarters on commercially reasonable terms; (xi) RESERVED (xii) obtaining the consents, waivers or actions specified in Schedule IV in respect of the Exchange Offer (collectively, the “VimpelCom Consents”); (xiii) waiving any rights or obligations of any Party that may be necessary in respect of the Kyivstar Shareholders Agreement or the VimpelCom Shareholders Agreement; (xiv) obtaining directors and officers’ insurance for Newco and HoldCo’s directors and officers at commercially reasonable rates with an international recognized insurance provider mutually acceptable to the Parties; (xv) promptly after obtaining the VimpelCom Consents and making the applicable SEC and NYSE filings, causing Newco to commence the Exchange Offer; and (xvi) if the Exchange Offer Threshold is achieved and the Exchange Offer is completed, causing Newco to properly and legally distribute the Newco Shares to the VimpelCom Shareholders in accordance with the procedures described in the Registration Statement and applicable Law. (b) Each Party agrees to furnish to Newco all material information in its possession or reasonably available to it concerning such Party, its Affiliates and its Representatives, Kyivstar and VimpelCom, and to take all such other actions as may be reasonably requested in connection with the Registration Statement, the listing application for the NYSE and any applications required in respect of the Regulatory Approvals. Each Party agrees, as to itself, its Affiliates and Representatives, that none of the written information supplied or to be supplied by it expressly for inclusion in the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Party further agrees that if it shall become aware prior to the Closing Date of any information that would cause the Registration Statement to contain any untrue statement of material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not false or misleading, it will promptly inform the other Parties thereof and take the necessary steps to correct such information in an amendment or supplement to the Registration Statement. (c) The Parties shall use their reasonable best efforts to cause to be delivered to the Parties a comfort letter from VimpelCom and Kyivstar’s independent auditors, dated and delivered on or about the date on which the Registration Statement shall become effective, in form and substance reasonably satisfactory to the Parties and customary in scope and substance for letters delivered by independent public auditors in connection with registration statements similar to the Registration Statement. (d) If the Ministry of Finance of the Netherlands has not confirmed within forty-five (45) days of the Execution Date that Newco and HoldCo form a fiscal unity (which the Parties shall use their reasonable best efforts to cause), (i) the Parties shall, as soon as reasonably practicable, cause Newco to form a new Dutch B.V. company (“HoldCo2”), which shall have articles of association in substantially the same form as the HoldCo Articles and a board with the same members as the Interim HoldCo Board, and (ii) Altimo shall cause CTF to execute the undertaking to the CTF Storm Guarantee entitling HoldCo2 to become a beneficiary under the CTF Storm Guarantee.

Accomplishing the Transactions. (a) Notwithstanding the generality of the foregoing, as promptly as practicable after the Execution Date, to the extent not completed on the date hereof, each Party shall cooperate with all other Parties, their respective Representatives, Newco, HoldCo, Kyivstar and VimpelCom and take (or cause to be taken) the following actions as soon as commercially practical in furtherance of the Transactions: (i) taking those actions necessary for the formation and operation of Newco, including (A) the adoption of the Newco Bye-Laws, (B) the constitution of Newco’s interim board and appointment of its interim directors in accordance with section 4.18 of the Shareholders Agreement, (C) the constitution of Newco’s initial supervisory board and appointment of its initial chief executive officer and other officers in accordance with sections 4.03 and 4.06 of the Shareholders Agreement, and (D) the engagement of an independent public accounting firm to act as Newco’s independent auditors; (ii) taking those actions necessary for the formation and operation of HoldCo, including (A) the adoption of the HoldCo Articles, (B) the constitution of HoldCo’s interim board in accordance with section 4.18 of the Shareholders Agreement, (C) the constitution of HoldCo’s initial board in accordance with section 4.14 of the Shareholders Agreement, and (D) the opening of a securities account of HoldCo at a Ukrainian licensed securities custodian; (iii) causing Kyivstar to complete the audit of its financial statements for the 2006, 2007 and 2008 fiscal years; (iv) causing the pro forma financial statements of Newco to be prepared in accordance with the rules and regulations promulgated under the Exchange Act; (v) drafting and filing with the SEC the Registration Statement and any other necessary SEC filings and responding in a prompt and timely manner to any and all of the SEC’s comments and requests for additional information in respect of the Registration Statement and such filings; (vi) applying to list the Newco Common DRs on the NYSE and responding in a prompt and timely manner to any and all of the NYSE’s comments and requests for additional information in respect of the listing application; (vii) causing Newco to enter into a depositary agreement on commercially reasonable terms for the issuance of Newco DRs with a Depositary Bank agreed by Altimo and Telenor Mobile; (viii) selecting candidates to become directors and officers of Newco and HoldCo in accordance with this Agreement and the Shareholders Agreement; (ix) selecting printers and a tender offer solicitation firm reasonably acceptable to Altimo and Telenor Mobile to support the Transactions; (x) selecting a headquarters location in the Netherlands reasonably acceptable to Altimo and Telenor Mobile for Newco’s operations and negotiating a lease agreement for Newco’s headquarters on commercially reasonable terms; (xi) RESERVED; (xii) obtaining the consents, waivers or actions specified in Schedule IV in respect of the Exchange Offer (collectively, the “VimpelCom Consents”); (xiii) waiving any rights or obligations of any Party that may be necessary in respect of the Kyivstar Shareholders Agreement or the VimpelCom Shareholders Agreement; (xiv) obtaining directors and officers’ insurance for Newco and HoldCo’s directors and officers at commercially reasonable rates with an international recognized insurance provider mutually acceptable to the Parties; (xv) promptly after obtaining the VimpelCom Consents and making the applicable SEC and NYSE filings, causing Newco to commence the Exchange Offer; and (xvi) if the Exchange Offer Threshold is achieved and the Exchange Offer is completed, causing Newco to properly and legally distribute the Newco Shares to the VimpelCom Shareholders in accordance with the procedures described in the Registration Statement and applicable Law. (b) Each Party agrees to furnish to Newco all material information in its possession or reasonably available to it concerning such Party, its Affiliates and its Representatives, Kyivstar and VimpelCom, and to take all such other actions as may be reasonably requested in connection with the Registration Statement, the listing application for the NYSE and any applications required in respect of the Regulatory Approvals. Each Party agrees, as to itself, its Affiliates and Representatives, that none of the written information supplied or to be supplied by it expressly for inclusion in the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Party further agrees that if it shall become aware prior to the Closing Date of any information that would cause the Registration Statement to contain any untrue statement of material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not false or misleading, it will promptly inform the other Parties thereof and take the necessary steps to correct such information in an amendment or supplement to the Registration Statement. (c) The Parties shall use their reasonable best efforts to cause to be delivered to the Parties a comfort letter from VimpelCom and Kyivstar’s independent auditors, dated and delivered on or about the date on which the Registration Statement shall become effective, in form and substance reasonably satisfactory to the Parties and customary in scope and substance for letters delivered by independent public auditors in connection with registration statements similar to the Registration Statement. (d) If the Ministry of Finance of the Netherlands has not confirmed within forty-five (45) days of the Execution Date that Newco and HoldCo form a fiscal unity (which the Parties shall use their reasonable best efforts to cause), (i) the Parties shall, as soon as reasonably practicable, cause Newco to form a new Dutch B.V. company (“HoldCo2”), which shall have articles of association in substantially the same form as the HoldCo Articles and a board with the same members as the Interim HoldCo Board, and (ii) Altimo shall cause CTF to execute the undertaking to the CTF Storm Guarantee entitling HoldCo2 to become a beneficiary under the CTF Storm Guarantee.