SHAREHOLDERS AGREEMENT
dated as of May 30, 2001
between and among
TELENOR EAST INVEST AS,
and
ECO TELECOM LIMITED
and
OTHER HOLDERS OF CAPITAL STOCK OF OPEN JOINT STOCK COMPANY
"VIMPEL-COMMUNICATIONS" FROM TIME TO TIME
TABLE OF CONTENTS
ARTICLE I DEFINITIONS AND INTERPRETATION........................ 1
1.01 Definitions................................................ 1
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1.02 Interpretation............................................. 9
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ARTICLE II REPRESENTATIONS AND WARRANTIES....................... 10
2.01 Organization of the Shareholders........................... 10
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2.02 Authority.................................................. 10
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2.03 No Conflicts............................................... 10
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2.04 Governmental Approvals and Filings......................... 11
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2.05 Legal Proceedings; Liability............................... 11
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2.06 SEC Documents.............................................. 11
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2.07 Shareholding............................................... 12
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2.08 Eco Telecom's Shareholding................................. 12
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ARTICLE III TRANSFERS........................................... 13
3.01 Transfers.................................................. 13
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3.02 Effect of Transfers........................................ 13
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3.03 Endorsements by Future Shareholders........................ 14
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3.04 Notices Relating to Certain Transfers of Shares............ 14
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ARTICLE IV POST-CLOSING RIGHTS AND OBLIGATIONS.................. 14
4.01 Nomination of Directors.................................... 14
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4.02 Shareholder Capacity....................................... 15
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4.03 Other Arrangements......................................... 15
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ARTICLE V EFFECTIVENESS AND TERMINATION......................... 16
ARTICLE VI MISCELLANEOUS........................................ 16
6.01 Specific Performance....................................... 16
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6.02 Further Assurances......................................... 17
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6.03 Certain Events............................................. 17
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6.04 Stop Transfer.............................................. 17
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6.05 Entire Agreement........................................... 17
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6.06 No Waiver.................................................. 17
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6.07 Binding Agreement.......................................... 17
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6.08 Assignment................................................. 17
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6.09 Expenses................................................... 18
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6.10 Notice..................................................... 18
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6.11 Amendment.................................................. 19
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6.12 Invalid Provisions......................................... 19
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6.13 Arbitration; Waiver of Sovereign Immunity.................. 19
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6.14 Governing Law.............................................. 21
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6.15 Counterparts............................................... 21
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EXHIBIT A FORM OF ENDORSEMENT
SCHEDULE 1 SHARES
SCHEDULE 2 OTHER AGREEMENTS, UNDERTAKINGS AND ARRANGEMENTS RELATING TO SHARES
SCHEDULE 3 INDEPENDENT DIRECTORS
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SHAREHOLDERS AGREEMENT dated as of May 30, 2001 between and among TELENOR
EAST INVEST AS, a company organized and existing under the laws of Norway
("Telenor"), ECO TELECOM LIMITED a company organized and existing under the laws
of Gibraltar ("Eco Telecom"), and such other holders of capital stock of the
Company as shall be party hereto from time to time.
WITNESSETH
WHEREAS, Open Joint Stock Company "Vimpel-Communications", an open joint
stock company organized and existing under the laws of the Russian Federation
(the "Company"), Telenor and Eco Telecom are parties to the Primary Agreement
dated as of the date hereof (the "Primary Agreement"); and
WHEREAS, Telenor and Eco Telecom believe it is in the best interests of the
Company that provision be made for the continuity and stability of the business
and management of the Company;
NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I DEFINITIONS AND INTERPRETATION
1.01 Definitions
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As used herein, the following terms shall have the following meanings:
"Account Bank" shall mean Citibank T/O (OOO), as the account bank under the
Escrow Agreement.
"Account Bank and Overdraft Facility" shall mean the Account Bank and
Overdraft Facility dated the date hereof between and among the Company, VIP-R,
Eco Telecom and the Account Bank.
"Actions or Proceedings" shall mean any action, suit, proceeding or
arbitration commenced, brought, conducted or heard by or before any Governmental
or Regulatory Authority.
"ADSs" shall mean the Company's American Depositary Shares, each
representing three quarters (3/4) of one (1) share of Common Stock, which are
currently listed on the NYSE.
"Agreement" shall mean this Shareholders Agreement.
"Affiliate" shall mean, with respect to any Person, any other Person which
directly or indirectly controls, or is under common control with, or is
controlled by, such Person, including, if such Person is an individual, any
relative or spouse of such Person, or any relative of such spouse of such
Person, any one of whom has the same home as such Person,
and also including any trust or estate for which any such Person or Persons
specified herein, directly or indirectly, serves as a trustee, executor or in a
similar capacity (including, without limitation, any protector or settlor of a
trust) or in which such Person or Persons specified herein, directly or
indirectly, has a substantial beneficial interest and any Person who is
controlled by any such trust or estate. As used in this definition, "control"
(including, with its correlative meanings, "controlled by" and "under common
control with") shall mean, with respect to any Person, the possession, directly
or indirectly, of power to direct or cause the direction of management or
policies (whether through ownership of securities or partnership or other
ownership interests, by Contract or otherwise) of such Person; provided,
however, that for the purposes of this definition, neither the Company nor any
of its Controlled Affiliates, nor VIP-R nor any of its Controlled Affiliates,
shall be deemed Affiliates of any Shareholder.
"Alfa Bank" shall mean OAO "Alfa-Bank", an open joint stock company
organized and existing under the Laws of the Russian Federation.
"Alfa Bank Guarantee" shall mean the Guarantee dated as of the date hereof,
executed and delivered by Alfa Bank, as guarantor, in favor of the Company, as
beneficiary.
"Assets and Properties" shall mean, with respect to any Person, all assets
and properties of every kind, nature, character and description (whether real,
personal or mixed, whether tangible or intangible, whether absolute, accrued,
contingent, fixed or otherwise and wherever situated), including the goodwill
related thereto, used, operated, owned or leased by such Person, including,
without limitation, cash, cash equivalents, Investments, accounts and notes
receivable, chattel paper, documents, instruments, general intangibles, real
estate, equipment, inventory, goods and Intellectual Property.
"Bee Line Fund" shall have the meaning specified in the Primary Agreement.
"Board" shall mean the Board of Directors of the Company.
"Business Day" shall mean a day other than a Saturday, a Sunday or any day
on which banks located in Moscow, Russia, Oslo, Norway, London, England or New
York, New York are authorized or obliged to close.
"Change of Control" shall mean, with respect to any Shareholder or any
Controlling Person of such Shareholder, (a) the sale or other disposition of all
or substantially all of such Shareholder's or such Controlling Person's assets,
in one or a series of related transactions, to any Person or Persons (other than
a Controlling Person of such Shareholder or any Controlled Affiliate or
Controlled Affiliates of such Controlling Person), (b) the sale or other
disposition of more than fifty percent (50%) of the securities having ordinary
voting power for the election of directors or other governing body of such
Shareholder or Controlling Person, in one or a series of related transactions,
to any Person or Persons (other than a Controlling Person of such Shareholder or
any Controlled Affiliate or Controlled Affiliates of such Controlling Person),
(c) the merger or consolidation of such Shareholder or Controlling Person with
or into another Person or the merger of another Person into such Shareholder or
Controlling Person with the effect that any Person or Persons other than the
existing shareholders of such Shareholder or Controlling Person prior to such
transaction own or control, directly or indirectly, more than fifty percent
(50%) of the securities having ordinary
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voting power for the election of directors or other governing body of the Person
surviving such merger, or the Person resulting from such consolidation, or (d)
the liquidation or dissolution of such Shareholder or Controlling Person;
provided, however, that a Change of Control shall not include (i) a bona fide
underwritten public offering of the capital stock of any Shareholder or any
Controlling Person of such Shareholder, or (ii) any of (A) the sale of all or
substantially all of the assets of Telenor ASA, Telenor Communication AS,
Telenor Mobile Communications AS or CTF Holdings, (B) the sale of more than
fifty percent (50%) of the securities having ordinary voting power for the
election of directors or other governing body of Telenor ASA, Telenor
Communication AS, Telenor Mobile Communications AS or CTF Holdings, (C) the
liquidation or dissolution of Telenor ASA, Telenor Communication AS, Telenor
Mobile Communication AS or CTF Holdings or (D) any merger, consolidation,
divestiture or de-merger to which Telenor ASA, Telenor Communication AS, Telenor
Mobile Communications AS or CTF Holdings is a party.
"Charter" shall have the meaning specified in the Primary Agreement.
"Closing" shall have the meaning specified in the Primary Agreement.
"Closing Date" shall have the meaning specified in the Primary Agreement.
"Common Stock" shall mean shares of common stock of the Company, as defined
in Section 6.1 of the Charter.
"Company" shall have the meaning specified in the first recital hereto.
"Contract" shall mean any agreement, letter of intent, lease, license,
evidence of Indebtedness, mortgage, indenture, security agreement or other
contract or understanding (whether written or oral), in each case, to the extent
legally binding.
"Controlled Affiliate" shall mean, with respect to any Person, any
Affiliate of such Person in which such Person owns or controls, directly or
indirectly, more than fifty percent (50%) of the securities having ordinary
voting power for the election of directors or other governing body thereof or
more than fifty percent (50%) of the partnership or other ownership interests
therein (other than as a limited partner).
"Controlling Person" shall mean, with respect to any Person, any other
Person which owns or controls, directly or indirectly, more than fifty percent
(50%) of the securities of such Person having ordinary voting power for the
election of directors or other governing body of such first Person or more than
fifty percent (50%) of the partnership or other ownership interests therein
(other than as a limited partner of such first Person).
"CTF Holdings" shall mean CTF Holdings Limited, a company organized and
existing under the Laws of Gibraltar.
"Director" shall mean a member of the Board.
"Xx. Xxxxx" shall mean Xx. Xxxxxx Xxxxxxxxxx Xxxxx, a Russian citizen.
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"Eco Holdings" shall mean Eco Holdings Limited, a company organized and
existing under the Laws of Gibraltar.
"Eco Shareholders" shall mean, collectively, Eco Telecom (which, for the
avoidance of doubt, shall be deemed a Shareholder upon its execution and
delivery of this Agreement) and any Permitted Transferee of Eco Telecom which
becomes a party to this Agreement in accordance with Article III, and,
individually, any of them.
"Eco Telecom" shall have the meaning specified in the preamble hereto.
"Eco Telecom Contribution Default" shall have the meaning specified in the
VIP-R Primary Agreement.
"Eco Telecom Guarantee Agreement" shall mean the Guarantee Agreement dated
as of the date hereof between and among CTF Holdings, Eco Holdings, Telenor, the
Company and VIP-R.
"Eco Telecom VIP-R Preferred Stock Purchase Agreement" shall mean the Stock
Purchase Agreement substantially in the form attached as Annex A to Schedule
2.07(a) to the VIP-R Primary Agreement, to be entered into at the Preferred
Stock Closing Date by Eco Telecom and VIP-R.
"Eco Telecom Preferred Stock Purchase Agreement" shall the mean the Share
Purchase Agreement dated as of the date hereof between Overture and Eco Telecom
with respect to shares of Preferred Stock and shares of Common Stock.
"Eco Telecom Share Purchase Agreements" shall mean, collectively, the Share
Purchase Agreement dated as of the date hereof between Eco Telecom and Xx. Xxxxx
with respect to shares of Common Stock and the Eco Telecom Preferred Stock
Purchase Agreement.
"Endorsement" shall mean an endorsement to this Agreement in the form of
Exhibit A.
"Escrow Agent" shall mean Citibank, N.A., London Branch, as escrow agent
under the Escrow Agreement.
"Escrow Agreement" shall mean the Escrow Agreement dated the date hereof
between and among Eco Telecom, the Escrow Agent, the Account Bank, VIP-R and the
Company.
"Existing Shareholders Agreement" shall mean the Shareholders Agreement
dated as of December 1, 1998 between and among Telenor, Xx. Xxxxx, Glavsotkom,
the Bee Line Fund, Xxxxx X. Xxxxxx, XX and Geneva Investment Trust I, L.L.C.
"Final Date" shall have the meaning specified in the Primary Agreement.
"Glavsotkom" shall have the meaning specified in the Primary Agreement.
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"GMS" shall mean the general meeting of the shareholders (obschee sobraniye
aktsionerov) of the Company, as defined in Article 9 of the Charter.
"Governmental or Regulatory Authority" shall mean any court, tribunal,
arbitrator, legislature, government, ministry, committee, inspectorate,
authority, agency, commission, official or other competent authority of the
Russian Federation, any other country or any state, as well as any county, city
or other political subdivision of any of the foregoing.
"Indebtedness" shall have the meaning specified in the Primary Agreement.
"Independent" shall mean (a) any Person who is not an employee, officer,
director or other Affiliate (but who may be a consultant and/or former employee)
of any Shareholder, any Controlling Person of such Shareholder or any Controlled
Affiliate of such Controlling Person or (b) any Person listed in Schedule 3.
"Intellectual Property" shall mean patents and patent rights, licenses,
inventions, copyrights and copyright rights, know-how (including trade secrets
and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks and trademark rights, service
marks and service xxxx rights, trade names and trade name rights, service names
and service name rights, brand names, processes formulae, trade dress, business
and product names, logos, slogans, industrial models, processes, designs,
methodologies, software programs (including all source codes) and related
documentation, technical information, manufacturing, engineering and technical
drawings, and all pending applications for and registrations of patents,
trademarks, service marks and copyrights.
"Investments" shall have the meaning specified in the Primary Agreement.
"Laws" shall mean all laws, decrees, resolutions, instructions, statutes,
rules, regulations, acts, ordinances and other pronouncements having the effect
of law or regulation of the Russian Federation, any other country or any state,
as well as any county, city or other political subdivision of any of the
foregoing.
"Licenses" shall mean all licenses, permits, certificates of authority,
authorizations, approvals, registrations, franchises and similar consents
granted or issued by any Governmental or Regulatory Authority including, without
limitation, all Telecom Licenses.
"Lien" shall mean any mortgage, pledge, assessment, security interest,
lease, lien, adverse claim, levy, charge or other encumbrance of any kind, or
any conditional sale Contract, title retention Contract or other Contract to
give any of the foregoing.
"Material Adverse Effect" shall mean, with respect to any Person, a
material adverse effect on or with respect to the business, assets, prospects,
financial condition or results of operations of such Person and its
Subsidiaries, taken as a whole, or on such Person's ability to perform its
obligations under this Agreement or any other Principal Agreement to which it is
a party.
"Option Agreement" shall mean the Option Agreement dated as of the date
hereof between Eco Telecom and Telenor.
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"Order" shall mean any writ, judgement, decree, injunction or similar order
of any Governmental or Regulatory Authority.
"Overture" shall mean Overture Limited, an exempted company limited by
shares organized and existing under the Laws of Bermuda.
"Permitted Transferee" shall mean, with respect to any Shareholder, any
Controlling Person of such Shareholder, or any Controlled Affiliate of any such
Controlling Person or Shareholder.
"Person" shall mean any natural person, corporation, general partnership,
simple partnership, limited partnership, limited liability partnership, limited
liability company, proprietorship, other business organization, trust, union,
association or Governmental or Regulatory Authority, whether incorporated or
unincorporated.
"Plurality Shareholder" shall have the meaning specified in Section
4.01(a).
"Preferred Stock" shall mean, collectively, the shares of preferred stock
of the Company, as defined in the Charter.
"Preferred Stock Closing Date" shall have the meaning specified in the VIP-
R Primary Agreement.
"Primary Agreement" shall have the meaning specified in the first recital
hereto.
"Principal Agreements" shall mean this Agreement, the Primary Agreement,
the Escrow Agreement, the Account Bank and Overdraft Facility, the Option
Agreement, the Zimin Principal Agreements, the Registration Rights Agreement,
the Eco Telecom Guarantee Agreement, the Alfa Bank Guarantee, the Telenor
Guarantee Agreement, the Undertaking Letters, the VIP/Eco Telecom Share Purchase
Agreement, the VIP-R Primary Agreement, the VIP-R Shareholders Agreement, the
VIP-R Registration Rights Agreement, the Termination Agreement, the Supplemental
Agreements, the Eco Telecom VIP-R Preferred Stock Purchase Agreement and the
Trademark Agreements.
"Registrar" shall mean Closed Joint Stock Company "National Registry
Company" (Natsionalnaya Registratsionnaya Kompaniya), a closed joint stock
company organized under the Laws of the Russian Federation and the duly
appointed shareholder registrar of the Company, or any successor thereto.
"Registration Rights Agreement" shall mean the Registration Rights
Agreement dated as of the date hereof between and among the Company, Telenor and
Eco Telecom.
"SEC" shall mean the Securities and Exchange Commission of the United
States of America, or any successor thereto.
"SEC Documents" shall have the meaning specified in Section 2.06(a).
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"Securities Act" shall mean the United States Securities Act of 1933, as
amended, and the rules and regulations of the SEC promulgated thereunder.
"Shareholder" shall mean any holder of Shares who is a party to this
Agreement.
"Shares" shall mean shares of Common Stock or Preferred Stock, or ADSs, as
the case may be.
"Significant Bee Line Names" shall have the meaning specified in the
Primary Agreement.
"Specified Percentage" shall mean twenty-five percent (25%) plus one (1)
share of the issued and outstanding shares of voting capital stock of the
Company.
"Supplemental Agreements" shall mean, collectively, the Supplemental
Agreements, each substantially in the forms attached as Exhibit A to the VIP-R
Primary Agreement, to be entered into as of the Closing in respect of the Zimin
Preferred Stock Agreements.
"Telenor" shall have the meaning specified in the preamble hereto.
"Telenor Guarantee Agreement" shall mean the Guarantee Agreement dated as
of the date hereof between and among Telenor ASA, Eco Telecom, the Company and
VIP-R.
"Telenor Shareholders" shall mean, collectively, Telenor and any Permitted
Transferees of Telenor who become a party to this Agreement in accordance with
Section 3.02, and, individually, any of them.
"Telenor Share Purchase Agreement" shall mean the Share Purchase Agreement
dated as of the date hereof between Telenor and Overture.
"Termination Agreement" shall mean the Termination Agreement dated as of
the date hereof between and among Telenor, Telenor Communication AS, the
Company, VimpelCom B.V., VimpelCom Finance B.V., VC Limited, Xx. Xxxxx,
Glavsotkom and the Bee Line Fund.
"Trademark Agreements" shall mean, collectively, the License Agreements
dated the date hereof between the Company and VIP-R listed on Schedule 1.01(c)
to the Primary Agreement and relating to the licensing by the Company to VIP-R
of certain rights to use the Significant Bee Line Names.
"Transfer" shall mean any direct or indirect sale, exchange, transfer
(including, without limitation, any transfer by gift or operation of law, or any
transfer of an economic interest in any derivative security of any Share),
assignment, distribution or other disposition, or issuance or creation of any
option or any voting proxy, voting trust or other voting agreement in respect of
any Person or instrument (including, without limitation, any of the Shares),
whether in a single transaction or a series of related transactions, including
without limitation, (a) the direct or indirect enforcement or foreclosure of any
Lien or (b) any Change of Control; provided that nationalization, expropriation,
confiscation, bankruptcy (other than any bankruptcy initiated by the petition of
any Shareholder or any Affiliate of such
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Shareholder), arrest or any similar Action or Proceeding initiated by any
Governmental or Regulatory Authority in respect of any Person or instrument
shall not constitute a Transfer.
"UNCITRAL Rules" shall have the meaning specified in Section 7.13.
"Undertaking Letters" shall mean, collectively, the letter agreement dated
the date hereof between Eco Telecom and the Company relating to certain
obligations of Eco Telecom and the letter agreement dated the date hereof
between Telenor and the Company relating to certain obligations of Telenor and,
individually, any of them.
"VIP/Eco Telecom Share Purchase Agreement" shall mean the Share Purchase
Agreement substantially in the form attached as Exhibit F to the VIP-R Primary
Agreement, to be entered into at the Preferred Stock Closing Date by Eco Telecom
and VIP-R.
"VIP-R" shall mean Closed Joint Stock Company "VimpelCom-Region", a closed
joint stock company organized and existing under the Laws of the Russian
Federation, and its legal successors.
"VIP-R Primary Agreement" shall mean the Primary Agreement dated as of the
date hereof between and among Eco Telecom, Telenor, the Company and VIP-R.
"VIP-R Registration Rights Agreement" shall mean the Registration Rights
Agreement dated as of the date hereof between and among Eco Telecom, Telenor,
the Company and VIP-R.
"VIP-R Shareholders Agreement" shall mean the Shareholders Agreement dated
as of the date hereof between and among Eco Telecom, Telenor, the Company and
VIP-R.
"Zimin Common Call Option Agreement" shall mean the Call Option Agreement
substantially in the form attached as Exhibit A to the Zimin Preferred Call
Option Agreement, to be entered into following the Closing by Eco Telecom and
Overture with respect to shares of Common Stock.
"Zimin Common Pledge Agreement" shall mean the Pledge Agreement
substantially in the form attached as Exhibit A to the Zimin Preferred Pledge
Agreement, to be entered into following the Closing by Eco Telecom and Overture
with respect to shares of Common Stock.
"Zimin Preferred Call Option Agreement" shall mean the Call Option
Agreement substantially in the form of Exhibit A to the Eco Telecom Preferred
Stock Purchase Agreement, to be entered into at the Closing by Eco Telecom and
Overture with respect to shares of Preferred Stock.
"Zimin Preferred Pledge Agreement" shall mean the Pledge Agreement
substantially in the form attached as Exhibit B to the Eco Telecom Preferred
Stock Purchase Agreement, to be entered into at the Closing by Eco Telecom and
Overture with respect to shares of Preferred Stock.
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"Zimin Preferred Stock Agreements" shall mean, collectively, the Share
Purchase Agreement dated as of the date hereof between Xx. Xxxxx and Overture,
the Share Purchase Agreement No. C-P-1 dated April 13, 1998 between Closed
Joint Stock Company "Sota-100" and Xx. Xxxxx, the Share Purchase Agreement No.
C-P-2 dated April 13, 1998 between Closed Stock Company "Sota-100" and Xx.
Xxxxx, the Share Purchase Agreement No. KB-P-1 dated April 13, 1998 between
Closed Stock Company "KB Impuls-TV" and Xx. Xxxxx, the Share Purchase Agreement
No. KB-P-2 dated April 13, 1998 between Closed Stock Company "KB Impuls-TV" and
Xx. Xxxxx, the Share Swap Agreement dated July 26, 1996 between the Issuer and
Closed Joint Stock Company "Sota-100" and the Share Swap Agreement dated July
26, 1996 between the Issuer and Closed Joint Stock Company "KB Impuls-TV" .
"Zimin Principal Agreements" shall mean, collectively, the Zimin Share
Purchase Agreements, the Zimin Common Pledge Agreement, the Zimin Preferred
Pledge Agreement, the Zimin Common Call Option Agreement, the Zimin Preferred
Call Option Agreement and the Zimin Surety Agreement.
"Zimin Share Purchase Agreements" shall mean collectively the Eco Telecom
Share Purchase Agreements and the Telenor Share Purchase Agreement.
"Zimin Surety Agreement" shall mean the Surety Agreement dated as of the
date hereof between Eco Telecom and Xx. Xxxxx.
1.02 Interpretation
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Unless the context of this Agreement otherwise requires, the following
rules of interpretation shall apply to this Agreement:
(a) the singular shall include the plural, and the plural shall include
the singular;
(b) words of any gender shall include the other gender;
(c) the words "hereof', "herein", "hereby", "hereto" and similar words
refer to this entire Agreement and not to any particular Section or any other
subdivision of this Agreement;
(d) a reference to any "Article", "Section", "Schedule" or "Exhibit" is a
reference to a specific Article or Section of, or Schedule or Exhibit to, this
Agreement;
(e) a reference to any law, statute, regulation, notification or statutory
provision shall include any amendment, modification or re-enactment thereof, any
regulations promulgated thereunder from time to time, and any interpretations
thereof from time to time by any regulatory or administrative authority;
(f) a reference to any agreement, instrument, contract or other document
shall include any amendment, amendment and restatement, supplement or other
modification thereto;
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(g) a reference to any Person shall include such Person's successors and
permitted assigns under any agreement, instrument, contract or other document;
and
(h) whenever this Agreement refers to a number of days, such number shall
refer to calendar days unless Business Days are specified.
ARTICLE II REPRESENTATIONS AND WARRANTIES
Each Shareholder party hereto on the date hereof hereby represents and
warrants as of the date hereof (and each Person who subsequently becomes a party
to this Agreement by executing an Endorsement, represents and warrants as of the
date on which such Person executes such Endorsement) that:
2.01 Organization of the Shareholders
--------------------------------
If not a natural Person, such Shareholder is duly organized and validly
existing under the Laws of its jurisdiction of organization, with corporate
power and authority to carry on its business as it is currently being conducted
and to own, lease and operate its Assets and Properties.
2.02 Authority
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(a) Such Shareholder has full power and authority to enter into this
Agreement and to perform its obligations hereunder. The execution and delivery
of this Agreement by such Shareholder has been duly and validly authorized and,
if such Shareholder is not a natural Person, no other corporate action on the
part of such Shareholder, its board of directors or its shareholders is
necessary therefor.
(b) This Agreement has been duly and validly executed and delivered by such
Shareholder and constitutes the legal, valid and binding obligation of such
Shareholder, enforceable against such Shareholder in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar Laws affecting creditors' rights and
remedies generally or by general equitable principles (whether applied by a
court of law or equity).
2.03 No Conflicts
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The execution, delivery and performance by such Shareholder of this
Agreement, the compliance by such Shareholder with all of the provisions hereof
and the consummation by such Shareholder of the transactions contemplated
hereby:
(a) if such Shareholder is not a natural Person, will not conflict with or
constitute a breach of any of the terms or provisions of, or a default under its
charter, memorandum of association, articles of association, certificate of
incorporation, by-laws or other like constitutive documents, as the case may be;
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(b) will not conflict with or constitute a breach of any Contract or
License to which such Shareholder is a party or by which it or any of its Assets
and Properties is bound, in each case, as in effect on the date hereof or, with
respect to any Person that subsequently becomes a party to this Agreement, as of
the date such Person becomes a party hereto; and
(c) will not violate or conflict with any Order or Law applicable to such
Shareholder, in each case, as in effect on the date hereof or, with respect to
any Person that subsequently becomes a party to this Agreement, as of the date
such Person becomes a party hereto.
2.04 Governmental Approvals and Filings
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The execution, delivery and performance by such Shareholder of this
Agreement, the compliance by such Shareholder with all of the provisions hereof
and the consummation by such Shareholder of the transactions contemplated hereby
will not require any consent, approval, authorization, other Order or action of,
or filing with or notice to, any Governmental or Regulatory Authority, except
for such consents, approvals, authorizations or other Orders as have been
obtained and which are in full force and effect on the date of this Agreement
or, with respect to any Person that subsequently becomes a party to this
Agreement, as of the date such Person becomes a party hereto.
2.05 Legal Proceedings; Liability
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(a) To the knowledge of such Shareholder, there are no Actions or
Proceedings pending to which such Shareholder is a party or to which any of the
Shares it owns or controls, beneficially or otherwise, is subject, which would,
or would reasonably be expected to, result in the issuance of an Order which
questions the validity of this Agreement or which would, or would reasonably be
expected to, result in the issuance of an Order which would have a Material
Adverse Effect, and, to the knowledge of such Shareholder, no such Actions or
Proceedings are threatened.
(b) There are no facts or circumstances known to such Shareholder that
would reasonably be expected to give rise to any Action or Proceeding that would
be required to be disclosed pursuant to clause (a) above.
2.06 SEC Documents
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(a) Such Shareholder has filed all reports, schedules, forms, statements
and other material documents, if any, required to be filed by such Shareholder
with the SEC in connection with such Shareholder's or its Affiliates' beneficial
ownership or control of any Shares prior to giving effect to the execution of
this Agreement (collectively, and in each case including all exhibits and
schedules thereto and documents incorporated by reference therein, the "SEC
Documents").
(b) After giving effect to all amendments thereto but prior to giving
effect to the execution of this Agreement and the other Principal Agreements, if
any, to which such Shareholder is a party, no SEC Document filed by such
Shareholder contains any untrue statement of a material fact or omits to state a
material fact required to be stated therein or
11
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
2.07 Shareholding
------------
Each Shareholder hereby represents and warrants as of the date of (and
after giving effect to) the consummation of its purchase of Shares pursuant to
the Primary Agreement and the relevant Zimin Principal Agreements to which it is
a party, and each Person who subsequently becomes a party to this Agreement by
executing an Endorsement hereby represents and warrants, as of the date on which
such Person executes such Endorsement, that:
(a) such Shareholder is the record holder and beneficial owner of the
Shares described opposite its name on Schedule 1 or on its Endorsement, as the
case may be;
(b) the Shares described opposite its name on Schedule 1, or on its
Endorsement, as the case may be, constitute all of the shares of capital stock
of the Company owned of record or beneficially by such Shareholder;
(c) unless otherwise provided in Section 2.08, except for any rights of
such Shareholder's spouse, if any, arising by operation of law, no Person other
than such Shareholder has sole power of disposition and sole voting power with
respect to all of the Shares described opposite such Shareholder's name on
Schedule 1, or on its Endorsement, as the case may be, and there are no
restrictions on any such rights, other than such restrictions on transfer as
arise under applicable United States federal securities laws, Russian federal
securities laws, and the terms and conditions of this Agreement and the other
Principal Agreements; and
(d) its Shares are (i) now held or will, upon issuance, be held, in each
case, free and clear of all Liens, proxies, voting trusts or agreements,
understandings or arrangements whatsoever except for (A) during the period from
the date hereof up to the Closing, the Existing Shareholders Agreement and the
other Existing Agreements referred to (and defined in) the Termination
Agreement, (B) those disclosed in Schedule 2, and (C) the terms and conditions
of this Agreement and the other Principal Agreements, and (ii) unless they are
ADSs, uncertificated.
2.08 Eco Telecom's Shareholding
--------------------------
Eco Telecom hereby represents and warrants as of the date of (and after
giving effect to) the consummation of its purchase of Shares pursuant to the
Primary Agreement and the relevant Zimin Principal Agreements to which it is a
party, that no Person other than Eco Telecom (together with its Controlling
Persons) has power of disposition and voting power with respect to any of the
Shares described opposite Eco Telecom's name on Schedule 1, and there are no
restrictions on any such rights, other than such restrictions on transfer as
arise under applicable United States federal securities laws, Russian federal
securities laws, and the terms and conditions of this Agreement and the other
Principal Agreements.
12
ARTICLE III TRANSFERS
3.01 Transfers
---------
Each Shareholder covenants and agrees that such Shareholder will comply
with all of its obligations under Section 2.01 of the Registration Rights
Agreement, as if the provisions of said Section 2.01 were set forth in full
herein.
3.02 Effect of Transfers
-------------------
From and after the occurrence of the Closing:
(a) In the event of any Transfer of Shares by a Shareholder 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 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 shall forthwith execute and deliver to the other
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 Shareholders.
(b) 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 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 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 such Transfer subject to this Section
3.02(b), each of its transferees (other than any Shareholder that has previously
executed and delivered an Endorsement) to execute and deliver an Endorsement to
each of the other Shareholders.
(c) A Shareholder which effects a Transfer of all of such Shareholder's
Shares in accordance with the terms of this 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.
(d) 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) 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 Specified Percentage, such 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
13
Section 3.02, 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 Registration Rights Agreement and
Section 7.04 of the Primary Agreement.
3.03 Endorsements by Future Shareholders
-----------------------------------
The term "Shareholders" as used in this Agreement shall include any and all
Persons (a) agreeing to be bound as a "Shareholder" hereunder by signing this
Agreement or an Endorsement, and (b) required to execute and deliver an
Endorsement pursuant to the terms of this Agreement.
3.04 Notices Relating to Certain Transfers of Shares
-----------------------------------------------
Without prejudice to any other provision herein or in any of the other
Principal Agreements pursuant to which any Person is required to deliver notice,
the parties hereto agree that, from and after the occurrence of the Closing:
(a) if, as a result of any Transfer of Shares, the Eco Shareholders shall,
in the aggregate, beneficially own less than the Specified Percentage of
Shares, then Eco Telecom shall, as soon as practicable after such Transfer,
deliver written notice of such occurrence to each of the other Shareholders;
and
(b) if, as a result of any Transfer of Shares, the Telenor Shareholders
shall, in the aggregate, beneficially own less than the Specified Percentage of
Shares, then Telenor shall, as soon as practicable after such Transfer, deliver
written notice of such occurrence to each of the other Shareholders.
ARTICLE IV POST-CLOSING RIGHTS AND OBLIGATIONS
4.01 Nomination of Directors
-----------------------
From and after the occurrence of the Closing:
(a) So long as the Telenor Shareholders and the Eco Shareholders each
beneficially own at least the Specified Percentage of Shares, then the Telenor
Shareholders and the Eco Shareholders shall each nominate up to four (4)
candidates for election to the Board, with at least one (1) candidate in each
such group of four (4) candidates being an Independent; provided that if either
the Telenor Shareholders or the Eco Shareholders beneficially own more than
forty-four percent (44%) but not more than fifty percent (50%) of the voting
capital stock of the Company (a "Plurality Shareholder"), none of the candidates
nominated by such Plurality Shareholder is required to be an Independent. In the
event of an Eco Telecom Contribution Default, Eco Telecom shall cause such
number of the four (4) directors nominated for election to the Board by Eco
Telecom to resign from the Board with immediate effect so that Eco Telecom's
remaining nominees on the Board will be only those whom it could elect based on
cumulative voting at such time (without taking into account any extraordinary
rights).
14
(b) So long as the Telenor Shareholders beneficially own at least the
Specified Percentage of Shares, then the Telenor Shareholders shall nominate one
(1) additional candidate for election to the Board, who shall be an Independent
and who shall, so long as the Eco Shareholders beneficially own at least the
Specified Percentage of Shares, be approved by Eco Telecom.
(c) Upon not less than ninety (90) days' prior written notice from Telenor
or Eco Telecom, respectively, that it wishes to cause an amendment to the
Charter to be adopted that would include its name (and/or any of the Telenor
Shareholders' or Eco Shareholders' respective names) in the Charter in
accordance with Article 15 of the Law on Foreign Investments, the Telenor
Shareholders or the Eco Shareholders, as the case may be, shall cause the
directors nominated by them to propose such an amendment at the next GMS.
4.02 Shareholder Capacity
--------------------
No Person executing this Agreement who is, or who becomes during the term
hereof, a Director makes any agreement or understanding herein in his or her
capacity as such Director, and the agreements set forth herein shall in no way
restrict any Director in the exercise of his or her fiduciary duties as a
Director. Each Shareholder executes and delivers this Agreement solely in his,
her or its capacity as the record and beneficial owner of such Shareholder's
Shares.
4.03 Other Arrangements
------------------
(a) Except for (i) the agreements and arrangements specified in Schedule
2, (ii) during the period from the date hereof up to the Closing, the Existing
Shareholders Agreement and the other Existing Agreements referred to (and
defined in) the Termination Agreement, and (iii) the terms and conditions of
this Agreement and the other Principal Agreements, no Shareholder shall grant
any proxy or enter into or agree to be bound by any understanding or any voting
trust with respect to any Shares, nor shall any Shareholder enter into any
shareholders agreement or arrangement of any kind (whether written or oral) with
any Person with respect to any Shares, including, without limitation, any
agreement, understanding or arrangement with respect to the nomination of any
Director, or the acquisition, ownership, Transfer or other disposition or voting
of Shares, nor shall any Shareholder act, for any reason, as a member of a group
or in concert with any other Person in connection with the nomination of any
Director, or the acquisition, Transfer or other disposition or voting of Shares,
in any manner which is inconsistent with any obligation of such Shareholder
under this Agreement or any other Principal Agreement, provided that each
Shareholder shall be permitted to Transfer its Shares in accordance with the
terms of this Agreement and the Registration Rights Agreement.
(b) Without prejudice to any other rights or remedies of any party to this
Agreement, if any representation or warranty made by any Shareholder in Section
2.07 is shown to have been false or misleading when made or confirmed, or if any
Shareholder violates any provision of Article III or Section 4.03(a) hereof or
of Section 2.01 of the Registration Rights Agreement, the rights of such
Shareholder under this Agreement and the Registration Rights Agreements shall
terminate forthwith until such violation has been cured (if capable of cure) in
a manner satisfactory to the other Shareholders, but such Shareholder
15
shall continue to be bound by all of its obligations hereunder and under the
Registration Rights Agreement.
ARTICLE V EFFECTIVENESS AND TERMINATION
This Agreement shall take effect on the date hereof and remain in effect
until the earliest of:
(a) the date on which all of the Shareholders party hereto agree in writing
to the termination of this Agreement;
(b) the date on which the Telenor Shareholders or any transferee of the
Specified Percentage (or a greater number) of Shares pursuant to a Transfer by
the Telenor Shareholders made in accordance with Article III collectively
beneficially own, in the aggregate, less than twenty-five percent (25%) or more
than fifty percent (50%) of the then issued and outstanding shares of voting
capital stock of the Company;
(c) the date on which the Eco Shareholders or any transferee of the
Specified Percentage (or a greater number) of Shares pursuant to a Transfer by
the Eco Shareholders made in accordance with Article III, having once attained
the Specified Percentage, thereafter, collectively beneficially own, in the
aggregate, less than twenty-five percent (25%) or more than fifty percent (50%)
of the then issued and outstanding shares of voting capital stock of the
Company;
(d) the date on which a meeting of the shareholders of the Company is held
at which a vote of such shareholders is conducted concerning the transactions
contemplated by this Agreement and the other Principal Agreements and such
shareholders fail to approve such transactions as are required to be approved by
such shareholders;
(e) the date on which an Eco Telecom Contribution Default shall have
occurred; and
(f) at midnight (Moscow time) on the Final Date if the Closing has not
occurred by such time.
ARTICLE VI MISCELLANEOUS
6.01 Specific Performance
--------------------
The Shareholders hereby declare that it is impossible to measure in money
the damages that will accrue to a party hereto by reason of a failure to perform
any of the obligations under this Agreement. Therefore, if any Shareholder
shall, in accordance with Section 6.13, institute any proceeding to enforce
specifically the provisions hereof, any Shareholder against whom such proceeding
is brought hereby waives the claim or defense therein that the Shareholder
instituting such proceeding has an adequate remedy at law or in damages, and the
Shareholder against whom such proceeding is brought shall not urge in any such
proceeding the claim or defense that such remedy at law or in damages exists.
16
6.02 Further Assurances
------------------
From time to time, at any Shareholder's reasonable request and without
further consideration, each Shareholder shall execute and deliver such
additional documents and take all such further action as may be reasonably
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
6.03 Certain Events
--------------
Each Shareholder agrees that this Agreement and such Shareholder's
obligations hereunder shall attach to such Shareholder's Shares and shall be
binding upon any Person to whom legal or beneficial ownership of such Shares
shall pass to the extent permitted by law, including, without limitation, such
Shareholder's heirs, guardians, administrators or successors or spouse, as a
result of any divorce.
6.04 Stop Transfer
-------------
Each Shareholder agrees with, and covenants to, the other Shareholders that
such Shareholder shall not request that the Company or the Registrar register
the Transfer (book-entry or otherwise) of any of such Shareholder's Shares,
unless such Transfer is made in compliance with this Agreement and the other
Principal Agreements.
6.05 Entire Agreement
----------------
This Agreement and the other Principal Agreements supersede all other prior
discussions and agreements among the parties (and, after giving effect to the
Closing, will supersede all other prior agreements to which any Shareholder is a
party on the date hereof) with respect to the subject matter hereof and thereof,
and contain the sole and entire agreement among the parties with respect to the
subject matter hereof and thereof.
6.06 No Waiver
---------
No failure on the part of any party hereto to exercise and no delay in
exercising, and no course of dealing with respect to, any right, power, or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege under this Agreement
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.
6.07 Binding Agreement
-----------------
This Agreement shall, to the extent specifically set forth herein, be
binding upon the successors and permitted assigns and Permitted Transferees of
each party hereto.
6.08 Assignment
----------
Except as expressly provided herein, no party hereto may assign any of its
rights under this Agreement without the prior written consent of each of the
other parties hereto.
17
6.09 Expenses
--------
Each party to this Agreement shall pay its own expenses and costs
incidental to its execution and delivery of this Agreement
6.10 Notice
------
All notices and other communications provided for herein (including,
without limitation, any modifications of, or waivers or consents under, this
Agreement) shall be given or made by facsimile or by hand in writing and
transmitted by facsimile or courier and delivered to the "Address for Notices"
specified below or at such other address as shall be designated by such
Shareholder in a notice to each other Shareholder party hereto:
If to Telenor, to:
Telenor East Invest AS
Xxxxxxxxxxxxxxxxx 0
X-0000 Xxxx
Xxxxxx
Facsimile No.: x00-00-00-00-00
Attn: Xxxxxx Xxxxxxxxx
With a copy to:
Advokatene i Telenor
Xxxxxxxxxxxxxxxxx 0
X-0000 Xxxx
Xxxxxx
Facsimile No.: x00-00-00-00-00
Attn: Xxxxx Xxxxxxx
If to Eco Telecom, to
Eco Telecom Limited
Xxxxx 0, 0 Xxxxx Xxxxx
Xxxxxxxxx
Xxxxxxxxx No.: x000-00000
Attn: Xxxxx Xxxx
With a copy to:
OOO Xxxx-Xxx
00, Xxxx Xxxxx
000000 Xxxxxx
Xxxxxx
18
Facsimile No.: x0000-000-0000
Attn: Stanislav Shekshnya
and a copy to:
Xxxxxxx Xxxxx CIS Legal Services
00, Xxxxxxxxxxxx Xxxxxxxx
000000 Xxxxxx
Russian Federation
Facsimile No.: x0000-000-0000
Attn: Xxxxxxxx Xxxxxxx
Except as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given and shall be effective when transmitted by
facsimile, personally delivered or, in the case of any notice delivered by
courier, upon receipt, in each case, given or addressed as aforesaid.
6.11 Amendment
---------
This Agreement may be amended, supplemented or modified only by a written
instrument duly executed by or on behalf of each party hereto.
6.12 Invalid Provisions
------------------
If any provision contained in this Agreement or any other document executed
in connection herewith is or shall become invalid, illegal or unenforceable in
any jurisdiction, the invalidity, illegality or unenforceability of such
provision in such jurisdiction shall not affect or impair the validity, legality
or enforceability of (a) any other provision of this Agreement or any such other
document in such jurisdiction or (b) such provision or any other provision of
this Agreement or any such other document in any other jurisdiction.
6.13 Arbitration; Waiver of Sovereign Immunity
-----------------------------------------
(a) Any and all disputes and controversies arising under, relating to or
in connection with this Agreement shall be settled by arbitration by a panel of
three (3) arbitrators under the United Nations Commission on International Trade
Law (UNCITRAL) Arbitration Rules then in force (the "UNCITRAL Rules") in
accordance with the following terms and conditions:
(i) In the event of any conflict between the UNCITRAL Rules and the
provisions of this Agreement, the provisions of this Agreement shall prevail.
(ii) The place of the arbitration shall be Geneva, Switzerland.
(iii) Where there is only one claimant party and one respondent
party, each shall appoint one arbitrator in accordance with the UNCITRAL Rules,
and the two arbitrators so appointed shall appoint the third (and presiding)
arbitrator in accordance with the UNCITRAL Rules within thirty (30) days from
the appointment of the second arbitrator. In
19
the event of an inability to agree on a third arbitrator, the appointing
authority shall be the International Court of Arbitration of the International
Chamber of Commerce, acting in accordance with such rules as it may adopt for
this purpose. Where there is more than one claimant party, or more than one
respondent party, all claimants and/or all respondents shall attempt to agree on
their respective appointment(s). In the event that all claimants and all
respondents cannot agree upon their respective appointment(s) within thirty (30)
Business Days of the date of the notice of arbitration, all appointments shall
be made by the Chairman of the International Court of Arbitration of the
International Chamber of Commerce.
(iv) The English language shall be used as the written and spoken
language for the arbitration and all matters connected to the arbitration.
(v) The arbitrators shall have the power to grant any remedy or
relief that they deem just and equitable and that is in accordance with the
terms of this Agreement, including specific performance, and including, but not
limited to, injunctive relief, whether interim or final, and any such relief and
any interim, provisional or conservatory measure ordered by the arbitrators may
be specifically enforced by any court of competent jurisdiction. Each party
hereto retains the right to seek interim, provisional or conservatory measures
from judicial authorities and any such request shall not be deemed incompatible
with the agreement to arbitrate or a waiver of the right to arbitrate.
(vi) The award of the arbitrators shall be final and binding on the
parties to this Agreement.
(vii) The award of the arbitrators may be enforced by any court of
competent jurisdiction and may be executed against the person and assets of the
losing party in any competent jurisdiction.
(b) Except for arbitration proceedings pursuant to Section 6.13(a), no
action, lawsuit or other proceeding (other than the enforcement of an
arbitration decision, an action to compel arbitration or an application for
interim, provisional or conservatory measures in connection with the
arbitration) shall be brought by or between the parties to this Agreement in
connection with any matter arising out of or in connection with this Agreement.
(c) Each Shareholder irrevocably appoints CT Corporation System, located
on the date hereof at 000 Xxxxxx Xxxxxx, 13th Floor, New York, New York 10011,
USA, as its true and lawful agent and attorney to accept and acknowledge service
of any and all process against it in any judicial action, suit or proceeding
permitted by Section 6.13(b), with the same effect as if such party were a
resident of the State of New York and had been lawfully served with such process
in such jurisdiction, and waives all claims of error by reason of such service,
provided that the party effecting such service shall also deliver a copy thereof
on the date of such service to the other parties by facsimile as specified in
Section 6.10. Each Shareholder will enter into such agreements with such agent
as may be necessary to constitute and continue the appointment of such agent
hereunder. In the event that any such agent and attorney resigns or otherwise
becomes incapable of acting, the affected party will appoint a successor agent
and attorney in New York reasonably satisfactory to each other party, with like
powers. Each party hereby irrevocably submits to the non-exclusive jurisdiction
of the United States District Court for the Southern District of New York and of
any New York state court sitting in New York City, in connection with any such
action, suit
20
or proceeding, and agrees that any such action, suit or proceeding may be
brought in such court, provided, however, that such consent to jurisdiction is
solely for the purpose referred to in this Section 6.13 and shall not be deemed
to be a general submission to the jurisdiction of said courts of or in the State
of New York other than for such purpose. Each party hereby irrevocably waives,
to the fullest extent permitted by Law, any objection that it may now or
hereafter have to the laying of the venue of any such action, suit or proceeding
brought in such a court and any claim that any such action, suit or proceeding
brought in such a court has been brought in an inconvenient forum. Nothing
herein shall affect the right of any party to serve process in any other manner
permitted by Law or to commence legal proceedings or otherwise proceed against
any other party in any other jurisdiction in a manner not inconsistent with
Section 6.13(b).
(d) Each Party hereto hereby represents and acknowledges that it is acting
solely in its commercial capacity in executing and delivering this Agreement and
each of the other Principal Agreements to which it is a party and in performing
its obligations hereunder and thereunder, and each such Party hereby irrevocably
waives with respect to all disputes, claims, controversies and all other matters
of any nature whatsoever that may arise under or in connection with this
Agreement or any of the other Principal Agreements and any other document or
instrument contemplated hereby or thereby, all immunity it may otherwise have as
a sovereign, quasi-sovereign or state-owned entity (or similar entity) from any
and all proceedings (whether legal, equitable, arbitral, administrative or
otherwise), attachment of assets, and enforceability of judicial or arbitral
awards.
6.14 Governing Law
-------------
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York, United States of America, without giving effect
to any conflicts of laws principles thereof which would result in the
application of the laws of another jurisdiction.
6.15 Counterparts
------------
This Agreement may be executed in any number of counterparts, each of which
will be deemed an original, but all of which together will constitute one and
the same instrument.
21
IN WITNESS WHEREOF, the parties hereto have executed this Shareholders
Agreement as of the date first above written.
TELENOR EAST INVEST AS
By /s/ Tron Xxxxx
--------------------
Tron Xxxxx
Attorney-in-Fact
ECO TELECOM LIMITED
By /s/ Serge Barychkov
--------------------
Serge Barychkov
Attorney-in-Fact
22
