Common use of Covenants of the Selling Shareholders Clause in Contracts

Covenants of the Selling Shareholders. Each of the Selling Shareholders agree to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares to be sold by such Selling Shareholder hereunder and the fees and expenses, if any, of counsel and accountants retained by such Selling Shareholder. The Company agrees with the Selling Shareholders to pay all costs and expenses incident to the performance of the obligations of the Selling Shareholders under this Agreement (except as set forth above), including, but not limited to, all expenses incident to the delivery of the certificates for the Shares to be sold by the Selling Shareholders, the costs and expenses incident to the preparation, printing and filing of the Registration Statement (including all exhibits thereto) and the Prospectus and any amendments or supplements thereto, the expenses of qualifying the Shares to be sold by the Selling Shareholders under the state securities or Blue Sky laws, all filing fees and the reasonable fees and expenses of counsel for the Underwriters payable in connection with the review of the offering of the Shares by the NASD, and the cost of furnishing to the Underwriters the required copies of the Registration Statement and Prospectus and any amendments or supplements thereto; provided that each Selling Shareholder agrees to pay or cause to be paid its pro rata share (based on the percentage which the number of Shares sold by such Selling Shareholder bears to the total number of Shares sold) of all underwriting discounts and commissions.

Covenants of the Selling Shareholders. Each of the Selling Shareholders agree to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares to be sold by such Selling Shareholder hereunder and the fees and expenses, if any, of counsel and accountants retained by such Selling Shareholder. The Company agrees with the such Selling Shareholders to pay all costs and expenses incident to the performance of the obligations of the Selling Shareholders under this Agreement (except as set forth above), including, but not limited to, all expenses incident to the delivery of the certificates for the Shares to be sold by the Selling Shareholders, the costs and expenses incident to the preparation, printing and filing of the Registration Statement (including all exhibits thereto) and the Prospectus and any amendments or supplements thereto, the expenses of qualifying the Shares to be sold by the Selling Shareholders under the state securities or Blue Sky laws, all filing fees and the reasonable fees and expenses of counsel for the Underwriters payable in connection with the review of the offering of the Shares by the NASD, and the cost of furnishing to the Underwriters the required copies of the Registration Statement and Prospectus and any amendments or supplements thereto; provided PROVIDED that each Selling Shareholder agrees to pay or cause to be paid his or its pro rata share (based on the percentage which the number of Shares sold by such Selling Shareholder bears to the total number of Shares sold) of all underwriting discounts and commissions.

Covenants of the Selling Shareholders. Each of the Selling Shareholders agree to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares to be sold by such Selling Shareholder hereunder and the fees and expenses, if any, of counsel and accountants retained by such Selling Shareholderhereunder. The Company agrees with the Selling Shareholders to pay all costs and expenses incident to the performance of the obligations of the Selling Shareholders under this Agreement (except as set forth above), including, but not limited to, all expenses incident to the delivery of the certificates for the Shares to be sold by the Selling Shareholders, the costs and expenses incident to the preparation, printing and filing of the Registration Statement (including all exhibits thereto) and the Prospectus and any amendments or supplements thereto, the expenses expenses, subject to Section 5(n), of qualifying the Shares to be sold by the Selling Shareholders under the state securities or Blue Sky blue sky laws, all filing fees and and, subject to Section 5(n), the reasonable fees and expenses of counsel for the Underwriters payable in connection with the review of the offering of the Shares by the NASD, and the cost of furnishing to the Underwriters the required copies of the Registration Statement and Prospectus and any amendments or supplements thereto; provided that each Selling Shareholder agrees to pay or cause to be paid its pro rata share (based on the percentage which the number of Shares sold by such Selling Shareholder bears to the total number of Shares sold) of all underwriting discounts and commissions.

Covenants of the Selling Shareholders. Each of the Selling Shareholders agree Shareholder agrees to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares to be sold by such Selling Shareholder hereunder and the fees and expenses, if any, of counsel and accountants retained by such Selling Shareholder. The Company agrees with the Selling Shareholders to pay all costs and expenses incident to the performance of the obligations of the Selling Shareholders under this Agreement (except as set forth above), including, but not limited to, all expenses incident to the delivery of the certificates for the Shares to be sold by the such Selling ShareholdersShareholder, the costs and expenses incident to the preparation, printing and filing of the Registration Statement (including all exhibits thereto) ), all Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto, the expenses of qualifying the Shares to be sold by the Selling Shareholders under the state securities or Blue Sky laws, all filing fees and the reasonable fees and expenses of counsel for the Underwriters payable in connection with the review of the offering of the Shares by the NASD, and the cost of furnishing to the Underwriters the required copies of the Registration Statement Statement, all Preliminary Prospectuses and the Prospectus and any amendments or supplements thereto; provided that each Selling Shareholder agrees to pay or cause to be paid its pro rata share (based on the percentage which the number of Shares sold by such Selling Shareholder bears to the total number of Shares sold) of all underwriting discounts and commissions.

Covenants of the Selling Shareholders. (a) Each of the Selling Shareholders agree Shareholders, severally and not jointly, covenants and agrees, whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid paid, or reimburse the Company for, as applicable, all taxesexpenses incident to the performance of the Selling Shareholders’ and the Company’s obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Selling Shareholders’ counsel, Company’s counsel and the Company’s accountants, in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees, if any, on payable to the Commission relating to the Shares (within the time required by Rule 456 (b)(1), if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all costs and expenses incident to be sold by admission of the Shares to trading (without listing) on the RTS and the MICEX, (v) the costs and charges of any transfer agent or registrar, (vi) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such Selling Shareholder hereunder consultants, and the cost of any aircraft chartered in connection with the road show, (vii) the document production charges and expenses associated with printing this Agreement, (viii) the out-of-pocket expenses of the Underwriters (including the fees and expenses, if any, disbursements of counsel and accountants retained their counsel) reasonably incurred by such Selling Shareholder. The Company agrees Underwriters in connection with this Agreement or the Selling Shareholders to pay offering contemplated hereunder, and (ix) all other costs and expenses incident to the performance of the obligations of the Selling Shareholders under and the Company hereunder for which provision is not otherwise made in this Agreement Section. It is understood, however, that except as provided in Section 11 entitled “Indemnity and Contribution” and the last paragraph of Section 13 below, the Underwriters will pay stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make; provided, however, the Selling Shareholders shall not reimburse the Company’s internal cost of the time of the Company’s directors, officers and employees spent in connection with these transactions and expenses associated therewith, including telephone, copying, fax and travel and accommodations (except as set forth above), including, but not limited to, all expenses incident in connection with the road show) and communication costs of the Company’s employees. (b) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the delivery transactions herein contemplated, such Selling Shareholder will deliver to you prior to or at the Delivery Date a properly completed and executed United States Treasury Department Form W-8, W-9, or other applicable form or statement specified by Treasury Department regulations in lieu thereof. (c) Each of the certificates for the Shares to be sold by the Selling Shareholders, severally and not jointly, covenants and agrees that in the costs event any dividends are declared, based on the full year results for the year ended December 31, 2010, and expenses incident paid by the Company to it in respect of its Shares, it shall within five Business Days from receipt of such dividends transfer such amounts as are received (net of any withholding tax deducted by the Company, if applicable) to the preparationSettlement Manager, printing on behalf of the Underwriters, and filing the Underwriters shall, in turn, transfer such amounts as soon as practicable thereafter to the initial purchasers of the Shares. (d) Prior to the distribution of the Shares (as determined by the Underwriters) neither the Selling Shareholders nor any of their 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 and resale of the Shares. (e) Each Selling Shareholder represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (f) Each of the Selling Shareholders, severally and not jointly, covenants and agrees that if the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein as such statements relate to such Selling Shareholder, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with such Selling Shareholder information contained in the Registration Statement (including all exhibits thereto) then on file, or if, in the opinion of outside counsel for the Underwriters, following consultation with U.S. counsel to the Company, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to provide to the Company and the Underwriters all necessary information so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) Each of the Selling Shareholders, severally and any amendments or supplements theretonot jointly, covenants and agrees that if, during such period after the expenses first date of qualifying the public offering of the Shares to be sold by as in the Selling Shareholders under the state securities or Blue Sky laws, all filing fees and the reasonable fees and expenses opinion of counsel for the Underwriters payable the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the review Prospectus in order to make the statements therein as such statements relate to such Selling Shareholder, in the light of the offering circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Shares by Securities Act) is delivered to a purchaser, not misleading, or if, in the NASDopinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to provide to the Company and the cost of furnishing to Underwriters all necessary information so that the Underwriters statements in the required copies Prospectus as so amended or supplemented will not, in the light of the Registration Statement circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. The Selling Shareholders also covenant with each Underwriter that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, it will not, during the restricted period set forth in Schedule I hereto, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Stock or any securities convertible into or exercisable or exchangeable for Company Stock or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Company Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Company Stock or such other securities, in cash or otherwise, except, (1) as a bona fide gift or gifts, including as a result of the operation of law or estate or intestate succession, (2) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of a Selling Shareholder or the immediate family of a Selling Shareholder (for purposes of this paragraph, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (3) as a distribution to limited partners or stockholders of a Selling Shareholder, or (4) to a Selling Shareholder’s affiliates or to any investment fund or other entity controlled or managed by a Selling Shareholder, or (5) transfers of Company Stock to any third party or (6) as contemplated by this Agreement and Prospectus and any amendments or supplements theretoin the Prospectus; provided that in connection with each of cases (1), (2), (3) (4) and (5) above (A) the Selling Shareholder agrees receives and delivers to pay the Managers identified in Schedule I hereto a signed lock-up agreement substantially in the form of this paragraph for the balance of the restricted period set forth in Schedule I hereto from each donee, trustee, distributee or cause transferee, as the case may be, (B) any such transfer shall not involve a disposition for value, (C) such transfers are not required to be paid its pro rata share reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (based on D) the percentage which the number of Shares sold by such Selling Shareholder bears does not otherwise voluntarily effect any public filing or report regarding such sales. For purposes of this provision, “transfer” shall be broadly construed to the total number include any type of Shares soldtransfer set out in clauses (a) of all underwriting discounts and commissions(b) above.

Covenants of the Selling Shareholders. (a) Each of the Selling Shareholders agree Shareholders, severally and not jointly, covenants and agrees, whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid paid, or reimburse the Company for, as applicable, all taxesexpenses incident to the performance of the Selling Shareholders’ and the Company’s obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Selling Shareholders’ counsel, Company’s counsel and the Company’s accountants, in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Shares (within the time required by Rule 456 (b)(1), if anyapplicable), on all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all costs and expenses incident to be sold by listing the ADSs on the NYSE, (v) the cost of printing certificates representing the Shares, (vi) the costs and charges of any transfer agent, registrar or depositary, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such Selling Shareholder hereunder consultants, and the cost of any aircraft chartered in connection with the road show, (viii) the document production charges and expenses associated with printing this Agreement, (ix) the out-of-pocket expenses of the Underwriters (including the fees and expenses, if any, disbursements of counsel and accountants retained their counsel) reasonably incurred by such Selling Shareholder. The Company agrees Underwriters in connection with this Agreement or the Selling Shareholders to pay offering contemplated hereunder, and (x) all other costs and expenses incident to the performance of the obligations of the Selling Shareholders under and the Company hereunder for which provision is not otherwise made in this Agreement (Section. It is understood, however, that except as set forth above)provided in Section 11 entitled “Indemnity and Contribution” and the last paragraph of Section 13 below, including, but not limited to, all expenses incident to the delivery Underwriters will pay stock transfer taxes payable on resale of any of the certificates for the Shares to be sold by the Selling Shareholders, the costs and expenses incident to the preparation, printing and filing of the Registration Statement (including all exhibits thereto) and the Prospectus them and any amendments or supplements theretoadvertising expenses connected with any offers they may make; provided, the expenses of qualifying the Shares to be sold by however, the Selling Shareholders under shall not reimburse the state securities or Blue Sky lawsCompany’s internal cost of the time of the Company’s directors, all filing fees officers and the reasonable fees employees spent in connection with these transactions and expenses of counsel for the Underwriters payable associated therewith, including telephone, copying, fax and travel and accommodations (except in connection with the review road show) and communication costs of the Company’s employees. (b) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Shareholder will deliver to you prior to or at the First Closing Date a properly completed and executed United States Treasury Department Form W-8, W-9, or other applicable form or statement specified by Treasury Department regulations in lieu thereof. (c) Prior to the distribution of the Shares (as determined by the Underwriters) neither the Selling Shareholders nor any of their 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 and resale of the Shares. (d) Each Selling Shareholder represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). The Selling Shareholders also covenant with each Underwriter that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, it will not, during the restricted period set forth in Schedule I hereto, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Stock or any securities convertible into or exercisable or exchangeable for Company Stock or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Company Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Company Stock or such other securities, in cash or otherwise, except, (1) as a bona fide gift or gifts, including as a result of the operation of law or estate or intestate succession, (2) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of a Selling Shareholder or the immediate family of a Selling Shareholder (for purposes of this paragraph, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (3) as a distribution to limited partners or stockholders of a Selling Shareholder, or (4) to a Selling Shareholder’s affiliates or to any investment fund or other entity controlled or managed by a Selling Shareholder; (5) as contemplated by this Agreement and in the Registration Statement or (6) pursuant to the Brokerage Agreements entered solely in connection with the offering of the Shares by in the NASD, and form of preferred shares in the cost of furnishing to the Underwriters the required copies of the Registration Statement and Prospectus and any amendments or supplements theretoRussian Federation; provided that in connection with each of cases (1), (2), (3) and (4) above (A) the Selling Shareholder agrees receives and delivers to pay the Managers identified in Schedule I hereto a signed lock-up agreement substantially in the form of this paragraph for the balance of the restricted period set forth in Schedule I hereto from each donee, trustee, distributee or cause transferee, as the case may be, (B) any such transfer shall not involve a disposition for value, (C) such transfers are not required to be paid its pro rata share reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (based on D) the percentage which the number of Shares sold by such Selling Shareholder bears to the total number of Shares sold) of all underwriting discounts and commissionsdoes not otherwise voluntarily effect any public filing or report regarding such sales.