Common use of The Kyivstar Share Exchange Clause in Contracts

The Kyivstar Share Exchange. If the Exchange Offer is completed in accordance with Section 2.1 and Newco holds VimpelCom Shares representing in the aggregate the Exchange Offer Threshold, then: (a) Alpren and Hardlake shall, in accordance with Section 2.5, contribute to HoldCo 99.99% of the ownership rights, title and interest in and to the Storm Interests and to Newco 0.01% of the ownership rights, title and interest in and to the Storm Interests, in each case, free and clear of all Liens, in exchange for the issuance by HoldCo to Alpren and Hardlake (or other Controlled Affiliate(s) of CTF designated by Altimo) of a combined total of 6,557,635 HoldCo Shares and the issuance by Newco to Hardlake (or another Controlled Affiliate of CTF designated by Altimo) of 13,120 Newco Common Shares, in each case, free and clear of all Liens; (b) Telenor Mobile and each Telenor Ukraine Entity shall, in accordance with Section 2.6, contribute to HoldCo all ownership rights, title and interest in and to the Telenor Kyivstar Shares, free and clear of all Liens, in exchange for the issuance by HoldCo to Telenor Mobile and the Telenor Ukraine Entities (or other Controlled Affiliate(s) of Telenor ASA designated by Telenor Mobile) of a combined total of 8,524,363 HoldCo Shares, free and clear of all Liens; (c) Immediately upon receiving the HoldCo Shares pursuant to Section 2.3(a), Alpren and Hardlake (or other Controlled Affiliate(s) of CTF designated by Altimo) shall transfer their HoldCo Shares acquired in the Kyivstar Share Exchange, free and clear of all Liens, to Newco in exchange for the issuance by Newco to Alpren and Hardlake (or other Controlled Affiliate(s) of CTF designated by Altimo) of a combined total of 131,152,700 Newco Common Shares, free and clear of all Liens; and (d) Immediately upon receiving the HoldCo Shares pursuant to Section 2.3(b), Telenor Mobile, and each Telenor Ukraine Entity (or other Controlled Affiliate(s) of Telenor ASA designated by Telenor Mobile) shall transfer their HoldCo Shares acquired in the Kyivstar Share Exchange, free and clear of all Liens, to Newco in exchange for the issuance by Newco of to Telenor Mobile and the Telenor Ukraine Entities (or other Controlled Affiliate(s) of Telenor ASA designated by Telenor Mobile) of a combined total of 170,487,260 Newco Common Shares, free and clear of all Liens.