Common use of Government Filings and Approvals Clause in Contracts

Government Filings and Approvals. (a) Each Party agrees to use its reasonable best efforts to comply promptly with all requests or requirements which applicable Law or any Governmental Entity may impose on such Party with respect to the Transactions and the other transactions contemplated by the Transaction Agreements. The Parties’ reasonable best efforts shall include a good faith response, in cooperation with the other Parties, to all requests for information, documentary or otherwise, by any Governmental Entity; provided, however, that no Party nor any of its Affiliates shall be required to divest any operations, assets or business in connection with the receipt of clearance of the transactions contemplated by the Transaction Agreements. (b) Notwithstanding the generality of the foregoing, as promptly as practicable after the Execution Date, each Party shall cooperate with all other Parties, their Representatives, Newco, HoldCo, Kyivstar and VimpelCom and take the following actions to receive the Authorizations specified below from the relevant Governmental Entities (collectively, the “Regulatory Approvals”): (i) the Parties shall jointly submit to the SEC a request for the no action letter in connection with the Exchange Offer and the Squeezeout described in Section 7.1(f); (ii) the Parties shall jointly submit an application to the FAS for approval to allow Newco and/or HoldCo to acquire 100% of VimpelCom; (iii) the Parties shall jointly submit an application to the Strategic Sector Commission for approval to allow Newco and/or HoldCo to acquire 100% of VimpelCom; (iv) the Parties shall jointly submit an application(s) to the Ukrainian Antimonopoly Authority for approval to allow Newco and/or HoldCo to acquire 100% of Kyivstar and VimpelCom; (v) the Parties shall submit, or, as the case may be, cause VimpelCom or its Subsidiaries to submit, applications to the relevant Governmental Entities for the required regulatory consents or approvals in those jurisdictions where VimpelCom or its Subsidiaries operate; (vi) with respect to each European country specified in Schedule 6.2(b)(vi) (each, a “Specified European Country”), the Parties shall (A) obtain an opinion of counsel reasonably acceptable to Altimo and Telenor Mobile to the effect that no such filing or notification is required in such Specified European Country, (B) obtain written clarification from the competent national competition authority in such Specified European Country that no such filing or notification is required or (C) complete any filings or notifications that are required pursuant to the antitrust or competition laws of such Specified European Country; (vii) the Parties shall use their reasonable best efforts to cause Newco to file the Registration Statement with the SEC and respond in a prompt and timely manner to any and all of the SEC’s comments or requests for additional information; (viii) the Parties shall use their reasonable best efforts to cause all necessary consents, applications and approvals to be filed to allow Newco to establish its headquarters in the Netherlands; (ix) the Parties shall obtain a favorable Dutch tax ruling confirming the Dutch tax residency of Newco and a Dutch tax residency certificate in respect of HoldCo; (x) not later than thirty (30) days prior to the Closing Date, the Parties shall cause HoldCo to: (A) notify Kyivstar in writing of the proposed Kyivstar Share Exchange, (B) notify the Ukrainian Securities Commission in writing of the proposed Kyivstar Share Exchange, and (C) publish an announcement regarding HoldCo’s proposed acquisition of the Telenor Kyivstar Shares in an official periodical of the Ukrainian Securities Commission; and (xi) not later than two (2) Business Days prior to the Closing Date, the Parties shall cause Kyivstar to post information concerning changes in its shareholders on the Ukrainian Securities Commission’s official website.