Common use of Certain Covenants of the Selling Shareholders Clause in Contracts

Certain Covenants of the Selling Shareholders. Each of the Selling Shareholders agrees with each Underwriter as follows: (a) Prior to the completion of the distribution of the ADSs representing Offered Shares and the Offered Shares (as determined by you), neither the Selling Shareholder nor any of its affiliates will take, directly or indirectly, any action which is designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares or ADSs. (b) Except pursuant to this Agreement, the Selling Shareholder will not, and will procure that none of its affiliates (which, for the avoidance of doubt, include, but are not limited to, Conares Holding AG) will, for a period of 180 days following the date of the Final Prospectus (as defined in the Underwriting Agreement) relating to the Offering, without your prior written consent, (i) sell, publicly offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Act, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any Common Shares of the Company or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights to purchase Common Shares, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights to purchase Common Shares, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the registration of or sale to the Underwriters of any Common Shares pursuant to the Offering and the Underwriting Agreement, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by this provision or (c) dispositions to any trust for the direct or indirect benefit of a Selling Shareholder and/or the immediate family of a Selling Shareholder, provided that such trust agrees in writing with the Underwriters to be bound by this provision. (c) The Selling Shareholder will advise you promptly, and upon request, will confirm such advice in writing, so long as delivery of a prospectus relating to the Offered Shares or ADSs by an underwriter or dealer may be required under the Securities Act, of (A) any material change in the Company’s condition, prospects, earnings, business or properties, (B) any change in information in the Registration Statement, the ADS Registration Statement, any Rule 462 Registration Statement or the Final Prospectus relating to such Selling Shareholder or any new material information relating to the Company or relating to any matter stated in the Final Prospectus which comes to the attention of the Selling Shareholder. (d) The Selling Shareholder will use its best efforts to cause the Company to comply with the Company’s undertakings in Section 5, including without limitation, by acting in his capacity as a shareholder of the Company to vote against any proposal that would be inconsistent with the Company’s compliance with any such undertakings, including without limitation voting against any motion for a capital increase or any motion for a change in the percentage or number of shares required to approve any such increase. (e) Prior to each Closing Date, if and to the extent instructed by you, the Selling Shareholder will deposit, or cause to be deposited on his behalf, Offered Shares to be sold by him or it hereunder with the Depositary in accordance with the provisions of the Deposit Agreement and otherwise will comply with the Deposit Agreement so that ADRs evidencing ADSs will be executed (and, if applicable, countersigned) and issued by the Depositary against receipt of such Offered Shares and delivered to the Underwriters at such Closing Date in accordance with the provisions thereof. (f) The Selling Shareholder will take all actions necessary to dispose of the proceeds from the sale of the Offered Shares in accordance with, and will take no action which could have the effect of disposing of the proceeds from the sale of the Offered Shares in any way differing from, the description of such disposition in the Final Prospectus under the sections entitled “Prospectus Summary—The Offering—Escrow of proceeds and registration of placement report” and “Escrow of Proceeds and Registration of Placement Report.” (g) The Selling Shareholders will have opened the account contemplated by the External Escrow Agreement (the “External Escrow Account”). The Selling Shareholder will take no action to close the External Escrow Account or to amend the terms of or otherwise to countermand in any way the instructions contemplated by the External Escrow Agreement without consent of all parties to the External Escrow Agreement. (h) If the Placement Report has not been registered by the FSFM on or before ·, 2004, the Selling Shareholder will, unless otherwise agreed with you, irrevocably and immediately instruct the External Escrow Agent to release all funds in the External Escrow Account, including any interest earned thereof, if any, to the Depositary, and abandon all claims to all proceeds from the offer and sale of the Offered Shares sold by such Selling Shareholder. (i) The Selling Shareholders will not use any proceeds from this offering in any manner that would constitute a violation of ILSA or the Iranian Regulations. (j) Each Selling Shareholder acknowledges and agrees that, in connection with the payment for the Selling Shareholder Firm Shares and the Additional Shares, if any, as set forth in Section 2(d) hereof, he or it (i) shall comply with all obligations applicable to him or it under any laws or regulations of the Russian Federation relating to currency exchange or controls and (ii) is responsible for any documentary, stamp, transfer, registration or similar taxes or duties, including any interest and penalties, payable to the Russian Federation or any agency or political subdivision thereof as a result of its receipt of such payment.

Certain Covenants of the Selling Shareholders. Each of the Selling Shareholders Shareholder hereby agrees with each Underwriter as followsUnderwriter: (a) Prior to deliver to the completion of Representatives prior to the distribution of the ADSs representing Offered Shares Closing Time a properly completed and the Offered Shares executed United States Treasury Department Form W-8 (as determined by you), neither if the Selling Shareholder nor any is a non-United States person, within the meaning of its affiliates will takethe Code) or Form W-9 (if the Selling Shareholder is a United States person, within the meaning of the Code); (b) to furnish to the Representatives, prior to the Closing Time, a Lock-Up Agreement pursuant to which each such person shall agree not to, directly or indirectly, any action which is designed to cause or result in(1) offer for sale, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares or ADSs. (b) Except pursuant to this Agreement, the Selling Shareholder will not, and will procure that none of its affiliates (which, for the avoidance of doubt, include, but are not limited to, Conares Holding AG) will, for a period of 180 days following the date of the Final Prospectus (as defined in the Underwriting Agreement) relating to the Offering, without your prior written consent, (i) sell, publicly offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase pledge or otherwise dispose of (or agree to dispose of, directly enter into any transaction or indirectlydevice which is designed to, or file (or participate could be expected to, result in the filing disposition by any person at any time in the future of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Act, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any Common Shares of the Company or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights except for the sale of Common Shares by the Selling Shareholders pursuant to purchase Common Sharesthis Agreement, or (ii2) enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights to purchase such Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to , in each case for a period of one hundred eighty (a180) days from the registration date of or sale to the Underwriters Prospectus, without the prior written consent of any Common Shares pursuant to the Offering and Representatives on behalf of the Underwriting Agreement, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by this provision or (c) dispositions to any trust for the direct or indirect benefit of a Selling Shareholder and/or the immediate family of a Selling Shareholder, provided that such trust agrees in writing with the Underwriters to be bound by this provision.Underwriters; (c) The if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representatives, such Selling Shareholder will advise you promptly, and upon request, will confirm such advice in writing, so long has knowledge of the occurrence of any event as delivery a result of a prospectus relating to which the Offered Shares Prospectus or ADSs by an underwriter or dealer may be required under the Securities Act, of (A) any material change in the Company’s condition, prospects, earnings, business or properties, (B) any change in information in the Registration Statement, in each case as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the ADS Registration Statementstatements therein, any Rule 462 Registration Statement or in the Final Prospectus relating to light of the circumstances under which they were made, not misleading, such Selling Shareholder or any new material information relating will promptly notify the Company and the Representatives; and (d) such Selling Shareholder agrees to deliver to the Company or relating to any matter stated in the Final Prospectus which comes to the attention of the Selling Shareholder. (d) The Selling Shareholder will use its best efforts to cause Underwriters such documentation as the Company to comply with or the Company’s undertakings in Section 5, including without limitation, by acting in his capacity as a shareholder of the Company to vote against any proposal that would be inconsistent with the Company’s compliance with any such undertakings, including without limitation voting against any motion for a capital increase Underwriters or any motion for a change of their respective counsel may reasonably request in the percentage or number order to effectuate any of shares required to approve any such increase. (e) Prior to each Closing Date, if and to the extent instructed by you, the Selling Shareholder will deposit, or cause to be deposited on his behalf, Offered Shares to be sold by him or it hereunder with the Depositary in accordance with the provisions of the Deposit Agreement and otherwise will comply with the Deposit Agreement so that ADRs evidencing ADSs will be executed (and, if applicable, countersigned) and issued by the Depositary against receipt of such Offered Shares and delivered to the Underwriters at such Closing Date in accordance with the provisions thereof. (f) The Selling Shareholder will take all actions necessary to dispose of the proceeds from the sale of the Offered Shares in accordance with, and will take no action which could have the effect of disposing of the proceeds from the sale of the Offered Shares in any way differing from, the description of such disposition in the Final Prospectus under the sections entitled “Prospectus Summary—The Offering—Escrow of proceeds and registration of placement report” and “Escrow of Proceeds and Registration of Placement Report.” (g) The Selling Shareholders will have opened the account contemplated by the External Escrow Agreement (the “External Escrow Account”). The Selling Shareholder will take no action to close the External Escrow Account or to amend the terms of or otherwise to countermand in any way the instructions contemplated by the External Escrow Agreement without consent of all parties to the External Escrow this Agreement. (h) If the Placement Report has not been registered by the FSFM on or before ·, 2004, the Selling Shareholder will, unless otherwise agreed with you, irrevocably and immediately instruct the External Escrow Agent to release all funds in the External Escrow Account, including any interest earned thereof, if any, to the Depositary, and abandon all claims to all proceeds from the offer and sale of the Offered Shares sold by such Selling Shareholder. (i) The Selling Shareholders will not use any proceeds from this offering in any manner that would constitute a violation of ILSA or the Iranian Regulations. (j) Each Selling Shareholder acknowledges and agrees that, in connection with the payment for the Selling Shareholder Firm Shares and the Additional Shares, if any, as set forth in Section 2(d) hereof, he or it (i) shall comply with all obligations applicable to him or it under any laws or regulations of the Russian Federation relating to currency exchange or controls and (ii) is responsible for any documentary, stamp, transfer, registration or similar taxes or duties, including any interest and penalties, payable to the Russian Federation or any agency or political subdivision thereof as a result of its receipt of such payment.

Certain Covenants of the Selling Shareholders. Each of the Selling Shareholders Shareholder agrees with each Underwriter as followsthat: (a) Prior to the completion of the distribution of the ADSs representing Offered Shares and the Offered Shares (as determined by you), neither the Selling Shareholder nor any of its affiliates will take, directly or indirectly, any action which is designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares or ADSs. (b) Except pursuant to this Agreement, the such Selling Shareholder will not, and will procure that none of its affiliates (whichsubject to certain exceptions, for the avoidance of doubt, include, but are not limited to, Conares Holding AG) will, for a period of 180 days following the date of the Final Prospectus (as defined in the Underwriting Agreement) relating to the Offering, without your prior written consent, (i) sell, publicly offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase sell, transfer or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of Common Stock or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Act, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any Common Shares of the Company or any securities convertible into or exercisable or exchangeable for Common Shares, Stock or warrants or other rights to purchase Common SharesStock, or (ii) enter into any swap or other arrangement that transfers except for the sales to anotheryou pursuant to this Agreement, in whole or in part, any for a period commencing on the date hereof and continuing for 90 days after the date of the economic consequences Prospectus, without the prior written consent of ownership of Common Shares or any securities convertible into or exercisable or exchangeable for Common SharesXxxxxx, or warrants or other rights to purchase Common Shares, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the registration of or sale to the Underwriters of any Common Shares pursuant to the Offering and the Underwriting Agreement, Read & Co. Inc.; and (b) bona fide giftswhether or not the transactions contemplated in this Agreement are consummated or this Agreement otherwise becomes effective or is terminated, provided the recipient thereof agrees in writing to pay its pro rata share with the Underwriters to be bound by this provision or Company of all expenses, fees and taxes (c) dispositions to any trust for the direct or indirect benefit of a Selling Shareholder and/or the immediate family of a Selling Shareholder, provided that such trust agrees in writing with the Underwriters to be bound by this provision. other than (c) The Selling Shareholder will advise you promptly, and upon request, will confirm such advice in writing, so long as delivery of a prospectus relating to the Offered Shares or ADSs by an underwriter or dealer may be required under the Securities Act, of (Ax) any material change transfer taxes and (y) fees and disbursements of your counsel except as set forth under Section 7 and clauses (iv) and (vi) below) in connection with (i) the Company’s condition, prospects, earnings, business or properties, (B) any change in information in preparation and filing of the Registration Statement, each Preliminary Prospectus, the ADS Registration StatementProspectus and any amendment or supplement thereto, any Rule 462 Registration Statement or and the Final Prospectus relating printing and furnishing of copies of each thereof to such Selling Shareholder or any new material information relating to the Company or relating to any matter stated in the Final Prospectus which comes to the attention of the Selling Shareholder. (d) The Selling Shareholder will use its best efforts to cause the Company to comply with the Company’s undertakings in Section 5, including without limitation, by acting in his capacity as a shareholder of the Company to vote against any proposal that would be inconsistent with the Company’s compliance with any such undertakings, including without limitation voting against any motion for a capital increase or any motion for a change in the percentage or number of shares required to approve any such increase. (e) Prior to each Closing Date, if you and to the extent instructed by youdealers (including costs of mailing and shipment), the Selling Shareholder will deposit, or cause to be deposited on his behalf, Offered Shares to be sold by him or it hereunder with the Depositary in accordance with the provisions of the Deposit Agreement and otherwise will comply with the Deposit Agreement so that ADRs evidencing ADSs will be executed (and, if applicable, countersigned) and issued by the Depositary against receipt of such Offered Shares and delivered to the Underwriters at such Closing Date in accordance with the provisions thereof. (f) The Selling Shareholder will take all actions necessary to dispose of the proceeds from the sale of the Offered Shares in accordance with, and will take no action which could have the effect of disposing of the proceeds from the sale of the Offered Shares in any way differing from, the description of such disposition in the Final Prospectus under the sections entitled “Prospectus Summary—The Offering—Escrow of proceeds and registration of placement report” and “Escrow of Proceeds and Registration of Placement Report.” (g) The Selling Shareholders will have opened the account contemplated by the External Escrow Agreement (the “External Escrow Account”). The Selling Shareholder will take no action to close the External Escrow Account or to amend the terms of or otherwise to countermand in any way the instructions contemplated by the External Escrow Agreement without consent of all parties to the External Escrow Agreement. (h) If the Placement Report has not been registered by the FSFM on or before ·, 2004, the Selling Shareholder will, unless otherwise agreed with you, irrevocably and immediately instruct the External Escrow Agent to release all funds in the External Escrow Account, including any interest earned thereof, if any, to the Depositary, and abandon all claims to all proceeds from the offer and sale of the Offered Shares sold by such Selling Shareholder. (i) The Selling Shareholders will not use any proceeds from this offering in any manner that would constitute a violation of ILSA or the Iranian Regulations. (j) Each Selling Shareholder acknowledges and agrees that, in connection with the payment for the Selling Shareholder Firm Shares and the Additional Shares, if any, as set forth in Section 2(d) hereof, he or it (i) shall comply with all obligations applicable to him or it under any laws or regulations of the Russian Federation relating to currency exchange or controls and (ii) is responsible the issuance, sale and delivery of the Shares, (iii) the printing of this Agreement and any dealer agreements, and the reproduction or printing and furnishing of copies of each thereof to you and to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state laws as aforesaid (including legal fees and filing fees and other disbursements of your counsel) and the printing and furnishing of copies of any documentaryblue sky surveys to you and to dealers, stamp(v) any listing of the Shares on any securities 14. exchange or qualification of the Shares for inclusion in the Nasdaq National Market and any registration thereof under the Exchange Act, transfer, registration or similar taxes or duties, including (vi) any interest filing for review of the public offering of the Shares by the NASD and penalties, payable to (vii) the Russian Federation or any agency or political subdivision thereof as a result performance of its receipt of such payment.the Company's and the Selling Shareholders' other obligations hereunder;

Certain Covenants of the Selling Shareholders. Each of the Selling Shareholders agrees with each Underwriter as follows: (a) Prior to the completion of the distribution of the ADSs representing Offered Shares and the Offered Shares (as determined by you), neither the Selling Shareholder nor any of its affiliates will take, directly or indirectly, any action which is designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares or ADSs. (b) Except pursuant to this Agreement, the Selling Shareholder will not, and will procure that none of its affiliates (which, for the avoidance of doubt, include, but are not limited to, Conares Holding AG) will, for a period of 180 days following the date of the Final Prospectus (as defined in the Underwriting Agreement) relating to the Offering, without your prior written consent, (i) sell, publicly offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Act, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any Common Shares of the Company or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights to purchase Common Shares, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights to purchase Common Shares, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the registration of or sale to the Underwriters of any Common Shares pursuant to the Offering and the Underwriting Agreement, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by this provision or (c) dispositions to any trust for the direct or indirect benefit of a Selling Shareholder and/or the immediate family of a Selling Shareholder, provided that such trust agrees in writing with the Underwriters to be bound by this provision. (c) The Selling Shareholder will advise you promptly, and upon request, will confirm such advice in writing, so long as delivery of a prospectus relating to the Offered Shares or ADSs by an underwriter or dealer may be required under the Securities Act, of (A) any material change in the Company’s condition, prospects, earnings, business or properties, (B) any change in information in the Registration Statement, the ADS Registration Statement, any Rule 462 Registration Statement or the Final Prospectus relating to such Selling Shareholder or any new material information relating to the Company or relating to any matter stated in the Final Prospectus which comes to the attention of the Selling Shareholder. (d) The Selling Shareholder will use its best efforts to cause the Company to comply with the Company’s undertakings in Section 5, including without limitation, by acting in his capacity as a shareholder of the Company to vote against any proposal that would be inconsistent with the Company’s compliance with any such undertakings, including without limitation voting against any motion for a capital increase or any motion for a change in the percentage or number of shares required to approve any such increase. (e) Prior to each Closing Date, if and to the extent instructed by you, the Selling Shareholder will deposit, or cause to be deposited on his behalf, Offered Shares to be sold by him or it hereunder with the Depositary in accordance with the provisions of the Deposit Agreement and otherwise will comply with the Deposit Agreement so that ADRs evidencing ADSs will be executed (and, if applicable, countersigned) and issued by the Depositary against receipt of such Offered Shares and delivered to the Underwriters at such Closing Date in accordance with the provisions thereof. (f) The Selling Shareholder will take all actions necessary to dispose of the proceeds from the sale of the Offered Shares in accordance with, and will take no action which could have the effect of disposing of the proceeds from the sale of the Offered Shares in any way differing from, the description of such disposition in the Final Prospectus under the sections entitled “Prospectus Summary—The Offering—Escrow of proceeds and registration of placement report” and “Escrow of Proceeds and Registration of Placement Report.” (g) The Selling Shareholders will have opened the account contemplated by the External Escrow Agreement (the “External Escrow Account”). The Selling Shareholder will take no action to close the External Escrow Account or to amend the terms of or otherwise to countermand in any way the instructions contemplated by the External Escrow Agreement without consent of all parties to the External Escrow Agreement. (h) If the Placement Report has not been registered by the FSFM on or before ·January 2, 20042005, the Selling Shareholder will, unless otherwise agreed with you, irrevocably and immediately instruct the External Escrow Agent to release all funds in the External Escrow Account, including any interest earned thereof, if any, to the Depositary, and abandon all claims to all proceeds from the offer and sale of the Offered Shares sold by such Selling Shareholder. (i) The Selling Shareholders will not use any proceeds from this offering in any manner that would constitute a violation of ILSA or the Iranian Regulations. (j) Each Selling Shareholder acknowledges and agrees that, in connection with the payment for the Selling Shareholder Firm Shares and the Additional Shares, if any, as set forth in Section 2(d) hereof, he or it (i) shall comply with all obligations applicable to him or it under any laws or regulations of the Russian Federation relating to currency exchange or controls and (ii) is responsible for any documentary, stamp, transfer, registration or similar taxes or duties, including any interest and penalties, payable to the Russian Federation or any agency or political subdivision thereof as a result of its receipt of such payment.