Best Buy Shareholders’ Agreement Sample Clauses


Best Buy Shareholders’ Agreement. The Best Buy Shareholders’ Agreement sets out matters governing the parties’ respective interests in the Best Buy Europe Group and the management and provision of finance to the Best Buy Europe Group prior to completion of the Best Buy Mobile Disposal.Under the terms of the Best Buy Shareholders’ Agreement, each of Best Buy and Carphone Warehouse agreed to guarantee the performance by the Carphone Warehouse group (as then constituted and, for this purpose, excluding the Best Buy Europe Group) (in the case of Old Carphone Warehouse) or Best Buy Distributions (in the case of Best Buy) of their respective obligations under the Best Buy Shareholders’ Agreement and to indemnify each other and the Best Buy Europe Group for all losses which they, or the Best Buy Europe Group, may suffer from any failure to perform such obligations.Save for certain reserved matters, the business and affairs of the Best Buy Europe Group are managed by the board and the management team of Best Buy Europe. The board comprises a minimum of six directors, three of whom are appointed by Best Buy Distributions and three of whom are appointed by Carphone Warehouse. The initial chairman was appointed from one of and by the directors appointed by Best Buy Distributions. The chairman does not have a casting vote. The business and affairs of the Best Buy Europe Group are managed by the board of Best Buy Europe and by anoperational management team consisting of a chief executive officer, a chief financial officer and a chief operating officer. The board’s decisions are made by simple majority vote, save in respect of certain reserved matters, where all of the directors appointed by Best Buy must vote in favour. These matters include setting the compensation levels of the chief executive officer, the chief financial officer and chief operating officer and approving the Best Buy Europe Group’s capital expenditure and budget.Certain matters are also reserved for and require the prior consent of both Best Buy Distributions and Carphone Warehouse as shareholders in Best Buy Europe. These include, among other things, modifications to the share capital of Best Buy Europe, related party transactions and any material decisions relating to an exit. The Best Buy Shareholders’ Agreement contains provisions governing how a deadlock is resolved where a serious issue has arisen or there has been a breakdown in relations of the board that will materially affect the day-to-day operations or the long-term ...