Common use of Transfer of VimpelCom Shares Clause in Contracts

Transfer of VimpelCom Shares. (a) As soon as reasonably practicable following Newco’s acquisition of 100% of the issued and outstanding VimpelCom Shares, the Parties will cause: (i) the VimpelCom ADRs acquired pursuant to the Exchange Offer and the Squeezeout to be converted into VimpelCom Common Shares; (ii) all but one (1) of the VimpelCom Shares acquired by Newco pursuant to the Exchange Offer and the Squeezeout (including those converted from VimpelCom ADRs pursuant to Section 2.10(a)(i)) to be transferred to HoldCo (with Newco retaining direct ownership of one (1) VimpelCom Common Share); and (iii) HoldCo to issue and deliver to Newco €150,000 and a HoldCo Promissory Note in exchange for the VimpelCom Shares transferred to HoldCo pursuant to Section 2.10(a)(ii). (b) If the Ministry of Finance of the Netherlands has not confirmed that Newco and HoldCo form a fiscal unity prior to Newco’s acquisition of 100% of the issued and outstanding VimpelCom Shares, the Parties shall cause Newco to transfer to HoldCo2 all of the HoldCo Shares owned by Newco and the HoldCo Promissory Note in consideration for the issue of such number of HoldCo2 Shares as shall be determined by Newco and HoldCo2.