Common use of Effect of Transfers Clause in Contracts

Effect of Transfers. (a) If a Shareholder Transfers Shares to a Permitted Transferee of such Shareholder, such Permitted Transferee shall receive and hold any and all Shares so transferred subject to the terms and conditions of this Agreement and the Registration Rights Agreement and all of the rights and obligations, if any, of the transferor hereunder and thereunder, except as otherwise provided in Section 3.06(b). Each Permitted Transferee shall forthwith execute and deliver to the other Parties an Endorsement. Each Shareholder hereby undertakes to cause each of its Permitted Transferees to which Shares are so transferred to execute and deliver an Endorsement to each other Party. (b) Each Shareholder hereby agrees that it shall not Transfer any Shares to a Person, if such Transfer would result, to such Shareholder’s actual knowledge based on public filings made with the SEC, in such Person owning directly or indirectly (including any Shares owned by its Affiliates or a group of transferees which are Controlled Affiliates of the same Controlling Person) the Minimum Percentage (or any greater number) unless that Person first executes and delivers an Endorsement to each of the Parties in accordance with Section 3.05(a). For the avoidance of doubt, a Party shall not be in breach of this Section 3.05(b) if the Transfer does not result in the transferee owning more than the Minimum Percentage, but subsequently the transferee acquires Shares in the market from a third party resulting in the transferee owning more than the Minimum Percentage; provided that the transferring Party had no knowledge of such transferee’s intent to acquire additional Shares in the market. (c) Subject to Section 3.06(b) and Section 6.01, if any Alfa Shareholder which has acquired Shares pursuant to Section 3.05(a) (other than Altimo and Eco Telecom) effects a Transfer of all of its Shares in accordance with the terms of this Agreement, such Alfa Shareholder shall, after giving effect to such Transfer, cease to be a party to, or be bound by the terms of, this Agreement from and after the date of such Transfer. Subject to Section 6.01, if any Telenor Shareholder which has acquired Shares pursuant to Section 3.05(a) (other than Telenor Mobile or Telenor East) effects a Transfer of all of its Shares in accordance with the terms of this Agreement, such Telenor Shareholder shall, after giving effect to such Transfer, cease to be a party to, or be bound by the terms of, this Agreement from and after the date of such Transfer. (d) Except as otherwise provided in Section 3.06, in the event of any Transfer of Shares to a single transferee or group of transferees who do not, individually or together with its (or their) Affiliates, Controlling Person or Controlled Affiliates of such Controlling Person, own or control, directly or indirectly, a number of Shares equal to or greater than the Minimum Percentage, such Shareholder(s) shall not be entitled to any rights, or be subject to any obligations, under this Agreement.

Effect of Transfers. (a) If In the event of any Transfer of Shares by a Shareholder Transfers Shares to a Permitted Transferee of such Shareholder, such Permitted Transferee shall receive and hold any and all Shares so transferred subject to the terms and conditions of this Agreement, the Shareholders Agreement and Section 7.04 of the Registration Rights Primary Agreement III and all of the rights and obligations, if any, of the transferor hereunder (including, without limitation, the registration rights set forth in Section 3.01 and Section 3.02) and thereunder, except as otherwise provided in Section 3.06(b). Each Permitted Transferee and shall forthwith execute and deliver to the other Parties Shareholders and the Company an Endorsement. Each Shareholder hereby undertakes to cause cause, as a condition precedent to the effectiveness of any such Transfer subject to this Section 2.02(a), each of its Permitted Transferees to which Shares are so transferred to execute and deliver an Endorsement to each of the other PartyShareholders and the Company. (b) Each Shareholder hereby agrees that it shall not In the event of any Transfer or Transfers by one or more Shareholders of the Specified Percentage (or any greater number) of Shares to a Person, if such Transfer would result, to such Shareholder’s actual knowledge based on public filings made with the SEC, in such Person owning directly or indirectly (including any Shares owned by its Affiliates single transferee or a group of transferees which are Controlled Affiliates of the same Controlling Person, such transferee(s) shall receive and hold any and all Shares so transferred subject to the Minimum Percentage terms and conditions of this Agreement, the Shareholders Agreement and Section 7.04 of the Primary Agreement III and all of the rights and obligations, if any, of the transferor hereunder (including, without limitation, the registration rights set forth in Section 3.01 and Section 3.02) and thereunder, and shall forthwith execute and deliver to the other Shareholders and the Company an Endorsement or Endorsements, as applicable. Each Shareholder hereby undertakes to cause, as a condition precedent to the effectiveness of any greater number) unless that Person first executes such Transfer subject to this Section 2.02(b), each of its transferees to execute and delivers deliver an Endorsement to each of the Parties in accordance with Section 3.05(a). For other Shareholders and the avoidance of doubt, a Party shall not be in breach of this Section 3.05(b) if the Transfer does not result in the transferee owning more than the Minimum Percentage, but subsequently the transferee acquires Shares in the market from a third party resulting in the transferee owning more than the Minimum Percentage; provided that the transferring Party had no knowledge of such transferee’s intent to acquire additional Shares in the marketCompany. (c) Subject to Section 3.06(b) and Section 6.01, if any Alfa A Shareholder which has acquired Shares pursuant to Section 3.05(a) (other than Altimo and Eco Telecom) effects a Transfer of all of its such Shareholder's Shares in accordance with the terms of this Agreement, such Alfa Shareholder Agreement shall, after giving effect to such Transfer, cease to be a party to, or be bound by the terms of, this Agreement from and after the date of such Transfer. Subject to Section 6.01, if ; provided that such Shareholder shall remain liable for any Telenor Shareholder which has acquired Shares pursuant to Section 3.05(a) (other than Telenor Mobile or Telenor East) effects a Transfer of all of its Shares in accordance with obligations or liabilities accrued hereunder at the terms of this Agreement, such Telenor Shareholder shall, after giving effect to such Transfer, cease to be a party to, or be bound by the terms of, this Agreement from and after the date time of such Transfer. (d) Except as otherwise provided in Section 3.06, in In the event of any Transfer of any Shares (i) in an amount less than the Specified Percentage by a Shareholder to any Person who is not a Permitted Transferee of such Shareholder, or (ii) by one or more Shareholders to a single transferee or a group of transferees who do not, individually or together with its (or their) Affiliates, Controlling Person or the Controlled Affiliates of such Controlling Person, own or control, directly or indirectly, a number of Shares equal to or greater than the Minimum Specified Percentage, such Shareholder(s) Person shall not be entitled to any rights, or be subject to any obligations, under this Agreement. (e) Without prejudice to any other rights or remedies of any Party to this Agreement, if any Shareholder transfers any Shares to any Person in violation of this Article II, then any transferee of such Shares shall receive and hold any and all Shares so transferred without any of the rights, but subject to all of the obligations, set forth in this Agreement, the Shareholders Agreement and Section 7.04 of the Primary Agreement III.

Effect of Transfers. From and after the occurrence of the Closing: (a) If In the event of any Transfer of Shares by a Shareholder Transfers Shares to a Permitted Transferee of such Shareholder, such Permitted Transferee shall receive and hold any and all Shares so transferred subject to the terms and conditions of this Agreement and Agreement, the Registration Rights Agreement and Section 7.04 of the Primary Agreement and all of the rights and obligations, if any, of the transferor hereunder and thereunder, except as otherwise provided in Section 3.06(b). Each Permitted Transferee and shall forthwith execute and deliver to the other Parties Shareholders an Endorsement. Each Shareholder hereby undertakes to cause each of its Permitted Transferees to which Shares are so transferred to execute and deliver an Endorsement to each of the other PartyShareholders. (b) Each Shareholder hereby agrees that it shall not In the event of any Transfer of Shares by one or more Shareholders of the Specified Percentage (or any greater number) of Shares to a Person, if such Transfer would result, to such Shareholder’s actual knowledge based on public filings made with the SEC, in such Person owning directly or indirectly (including any Shares owned by its Affiliates single transferee or a group of transferees which are Controlled Affiliates of the same Controlling Person, such transferee(s) shall receive and hold any and all Shares so transferred subject to the Minimum Percentage terms and conditions of this Agreement, the Registration Rights Agreement and Section 7.04 of the Primary Agreement and all of the rights and obligations, if any, of the transferor hereunder and thereunder, and each such transferee (unless at the time of such transfer it is a Shareholder that has executed and delivered an Endorsement) shall forthwith execute and deliver to the other Shareholders an Endorsement or Endorsements, as applicable. Each Shareholder hereby undertakes to cause, as a condition precedent to the effectiveness of any greater numbersuch Transfer subject to this Section 3.02(b), each of its transferees (other than any Shareholder that has previously executed and delivered an Endorsement) unless that Person first executes to execute and delivers deliver an Endorsement to each of the Parties in accordance with Section 3.05(a). For the avoidance of doubt, a Party shall not be in breach of this Section 3.05(b) if the Transfer does not result in the transferee owning more than the Minimum Percentage, but subsequently the transferee acquires Shares in the market from a third party resulting in the transferee owning more than the Minimum Percentage; provided that the transferring Party had no knowledge of such transferee’s intent to acquire additional Shares in the marketother Shareholders. (c) Subject to Section 3.06(b) and Section 6.01, if any Alfa A Shareholder which has acquired Shares pursuant to Section 3.05(a) (other than Altimo and Eco Telecom) effects a Transfer of all of its such Shareholder's Shares in accordance with the terms of this Agreement, such Alfa Shareholder shall, after giving effect to such Transfer, cease to be a party to, or be bound by the terms of, this Agreement from and after the date of such Transfer. Subject to Section 6.01, if any Telenor Shareholder which has acquired Shares pursuant to Section 3.05(a) (other than Telenor Mobile or Telenor East) effects a Transfer of all of its Shares in accordance with the terms of this Agreement, such Telenor Shareholder shall, after giving effect to such Transfer, cease to be a party to, or be bound by the terms of, this Agreement from and after the date of such Transfer. (d) Except as otherwise provided in Section 3.06, in In the event of any Transfer of Shares (i) in an amount less than the Specified Percentage by a Shareholder to any Person who is not a Permitted Transferee of such Shareholder, or (ii) by one or more Shareholders to a single transferee or group of transferees who do not, individually or together with its (or their) Affiliates, Controlling Person or Controlled Affiliates of such Controlling Person, own or control, directly or indirectly, a number of Shares equal to or greater than the Minimum Specified Percentage, such Shareholder(s) Person shall not be entitled to any rights, or be subject to any obligations, under this Agreement. (e) Without prejudice to any other rights or remedies of any party to this Agreement, if any Shareholder Transfers any Shares to any Person in violation of this