Common use of The Exchange Offer Clause in Contracts

The Exchange Offer. (a) Subject to satisfaction or waiver of all conditions specified in Section 7.1, and on the basis of the representations and warranties contained herein, the Parties shall, and shall cause Newco to, undertake the Exchange Offer, in which Newco shall offer: (i) through a voluntary tender offer in Russia, to all holders of VimpelCom Common Shares, twenty (20) Newco Common DRs or 0.01 Russian rubles in exchange for each VimpelCom Common Share; provided, that Newco shall not accept tenders pursuant to the voluntary tender offer from any VimpelCom Shareholder who is not a Russian Qualified Investor if such VimpelCom Shareholder elects to receive Newco Common DRs in exchange for VimpelCom Common Shares; (ii) through a voluntary tender offer in Russia, to all holders of VimpelCom Preferred Shares, twenty (20) Newco Preferred DRs or 0.01 Russian rubles in exchange for each VimpelCom Preferred Share; provided, that Newco shall not accept tenders pursuant to the voluntary tender offer from any VimpelCom Shareholder who is not a Russian Qualified Investor if such VimpelCom Shareholder elects to receive Newco Preferred DRs in exchange for VimpelCom Preferred Shares; (iii) through an exchange offer in the United States, to all holders of VimpelCom ADRs, one (1) Newco Common DR or 0.0005 Russian rubles in exchange for each VimpelCom ADR; (iv) through an exchange offer in the United States, to all holders of VimpelCom Common Shares, twenty (20) Newco Common DRs or 0.01 Russian rubles in exchange for each VimpelCom Common Share; and (v) through an exchange offer in the United States, to all holders of VimpelCom Preferred Shares, twenty (20) Newco Preferred DRs or 0.01 Russian rubles in exchange for each VimpelCom Preferred Share; provided that Newco shall have no obligation to, and the Parties shall not permit Newco to, complete the Exchange Offer unless VimpelCom Shares representing in the aggregate the Exchange Offer Threshold are validly tendered to Newco prior to the end of the Exchange Offer. Subject to satisfaction or waiver of all conditions specified in ARTICLE VII, Eco Telecom and Telenor East agree to tender their respective VimpelCom Shares in the Exchange Offer in exchange for Newco DRs. (b) Within the final twenty-five (25) days before the expiration of the Exchange Offer period, each of Altimo and Telenor Mobile has the right, in its discretion, subject to applicable Law, to unilaterally cause the acceptance period in the Exchange Offer to be extended for up to an additional twenty-five (25) days (for a total of up to fifty (50) days in the aggregate if each of Altimo and Telenor Mobile exercises such right) by (i) shortening the payment period for VimpelCom Shares tendered into the Exchange Offer (to the extent reasonably feasible and to the extent such period can be shortened in accordance with applicable Law), and/or (ii) subject to sections 4.01(c) and 4.02(a) of the Shareholders Agreement, changing the following information relating to Newco that must be specified in the share transfer order and recorded in Newco’s account in VimpelCom’s shareholders’ register: its name or the name of Newco’s registering body, in Russian and/or English. Each Party shall be obligated to, and each of Altimo and Telenor Mobile shall cause Newco to, take all action necessary or desirable in accordance with applicable Law to cause any such extension to become effective. (c) The Parties shall cause Newco to issue to the Depositary Bank, immediately prior to the settlement of the Exchange Offer, such number of Newco Common Shares as is equal to the number of Newco Common Shares that are to be represented by the Newco Common DRs to be transferred to VimpelCom Shareholders participating in the Exchange Offer and electing to receive Newco Common DRs, subject to and in accordance with Section 2.1(a). In exchange, the Depositary Bank shall issue such number of Newco Common DRs to Newco. In settlement of the Exchange Offer, Newco will exchange the Newco Common DRs with such VimpelCom Shareholders. (d) The Parties shall cause Newco to issue to the Depositary Bank, immediately prior to the settlement of the Exchange Offer, such number of Newco Preferred Shares as is equal to the number of Newco Preferred Shares that are to be represented by the Newco Preferred DRs to be transferred to VimpelCom Shareholders participating in the Exchange Offer and electing to receive Newco Preferred DRs, subject to and in accordance with Section 2.1(a). In exchange, the Depositary Bank shall issue such number of Newco Preferred DRs to Newco. In settlement of the Exchange Offer, Newco will exchange the Newco Preferred DRs with such VimpelCom Shareholders.