DECIDED Sample Clauses

DECIDED. To approve the types of shares of CJSC [NewCo 1] as common, non-documentary registered shares with a nominal value of [•], and the types of shares of CJSC [NewCo 2] as common, non-documentary registered shares with a nominal value of [•]. The rights associated with the shares CJSC [NewCo 1] and CJSC [NewCo 2] shall be as stipulated in their Charters in accordance with the effective legislation. To approve the following number of shares to be issued by the CJSC [NewCo 1] and CJSC [NewCo 2]: CJSC [NewCo 1] shall issue [•] common non-documentary registered with a nominal value of [•] each and CJSC [NewCo 2] shall issue [•] common non-documentary registered with a nominal value of [•] each. [The charter capital of NewCo 1 shall comprise [•] roubles and shall be formed as follows: [•]; the charter capital of NewCo 2 shall comprise [•] roubles and shall be formed as follows: [•]]. The decision was adopted unanimously On the sixth item of the agenda: HEARD: the Chairman of the Meeting on the allocation of the shares of CJSC [NewCo 1] and CJSC [NewCo 2].
DECIDED to approve the following terms, conditions and the procedure of the unwind (spin-off): The unwind of the Company shall be performed by way of a spin-off of the 160,247,802 (one hundred sixty million two hundred fourty-seven thousand eight hundred two) common shares in Mobile TeleSystems OJSC (“MTS”), an open joint stock company, incorporated and organised under the laws of the Russian Federation, registered by State Registration Chamber under the Ministry of Justice of the Russian Federation, Registration Certificate No. P-7882.16, and having its registered office at 0, Xxxxxxxxxxxxx Xxxxxx, XX-000000 Xxxxxx, Russian Federation MTS, (“MTS Shares”) held by the Company beside its main business activities (“Core Business”), from the Core Business of the Company by dividing the MTS Shares into two stakes according to the size of the shareholdings of Sistema and T-Mobile in ISH (“Sistema Stake” and “T-Mobile Stake” respectively) and separating the Sistema Stake and the T-Mobile Stake in two newly created closed joint stock companies (“NewCo 1” and “NewCo 2”), as a result of which NewCo 1, which will be established as a 100% subsidiary of Sistema, shall hold the Sistema Stake consisting of 81,726,372 (eighty-one million seven hundred twenty-six thousand three hundred seventy-two) common shares of MTS representing a 4.1% stake in the charter capital of MTS, and NewCo 2, which will be established as a subsidiary of T-Mobile, 100% minus one share owned by TMO and 1 share owned by Smaragd, shall hold the T-Mobile Stake consisting of 78,521,430 (seventy-eight million five hundred twenty-one thousand four hundred and thirty) unencumbered common shares of MTS representing a 3.9% stake in the charter capital of MTS; The decision was adopted unanimously On the third item of the agenda: HEARD: the Chairman of the Meeting on the unwind balance sheet and on the inventory lists of assets and liabilities to be transferred to CJSC [NewCo 1] and CJSC [NewCo 2].
DECIDED to approve the unwind balance sheet in accordance with sections 1 and 2 of Article 19 of the JSC Law, section 4 of Article 58 and Article 59 of the Civil Code of the Russian Federation, and of the inventory lists of assets and liabilities to be transferred to CJSC [NewCo 1] and CJSC [NewCo 2]. The decision was adopted unanimously On the fourth item of the agenda: HEARD: the Chairman of the Meeting on the establishment of [NewCo 1] and [NewCo 2] in the legal form of closed joint stock companies. DECIDED: to approve the establishment of the CJSC [NewCo 1] and the CJSC [NewCo 2], each having the legal form of a closed joint stock company. The decision was adopted unanimously On the fifth item of the agenda: HEARD: the Chairman of the Meeting on the types of shares of CJSC [NewCo 1] and CJSC [NewCo 2] as common, non-documentary registered shares with a nominal value of [•], the rights associated with such shares (as stipulated in the effective legislation); the number of the shares of CJSC [NewCo 1] and CJSC [NewCo 2] to be issued.
DECIDED. To approve the allocation of the shares of CJSC [NewCo 1] and CJSC [NewCo 2] as follows: Sistema shall receive [100%] of the common non-documentary registered shares of CJSC [NewCo 1] and TMO shall receive [100% minus 1 share] of the common non-documentary registered shares of CJSC [NewCo 2] Smaragd shall receive 1 share of the common non-documentary registered shares of CJSC [NewCo 2]. The shares in CJSC [NewCo 1] and CJSC [NewCo 2] shall be issued to Sistema, TMO and Smaragd by way of free-of-charge allocation. The decision was adopted unanimously In light of the fact that all items on the agenda of the Meeting had been addressed, the Chairman declared the Meeting closed at the Closing time of the Meeting as indicated above. These Minutes are the unabridged and genuine Minutes of the Extraordinary General Shareholders’ Meeting of Invest-Sviaz-Holding Joint Stock Company which took place on the date and at the location indicated above. These Minutes are made on [•] 2003 in 2 (two) originals, in English and in Russian. In case of any discrepancies between the two versions, the English version shall prevail. Chairman of the Meeting: Secretary of the Meeting: ( ) ( ) ANNEX 9 Form of notification to creditors of ISH (re: ISH Unwind) “ ” 2003 Moscow Dear Sirs, [to be translated into Russian] Invest-Sviaz-Holding Joint Stock Company, a closed joint stock company incorporated and organised under the laws of the Russian Federation, registered by the Moscow Registration Chamber, registration No. 873.716, entered into the Uniform State Register of Legal Entities on “ ” 2003 under the No. (OGRN) , having its registered office at 00 Xxxxxxxxxxx Xxxxxxxx, Xxxxxxxx 0, XX 000000 Xxxxxx, Russian Federation (the “Company”), notifies you that on . .2003 the General Shareholders’ Meeting resolved to reorganise the Company by way of unwind of [NewCo 1] and [NewCo 2] therefrom. Pursuant to section 6 of Article 15 of the Law “On Joint Stock Companies”, you have the right to require termination and/or discharge of obligations of the Company and compensation of the respective losses within 30 (thirty) days after this notification has been forwarded to you or after the respective publication has been made in the High Arbitrazh Court Herald. On behalf of Invest-Sviaz-Holding Joint Stock Company ANNEX 10 Form of charter of NewCo 1 and NewCo 2 APPROVED by the general shareholders’ meeting (Protocol No. 1 dated “ ” 2003) CHARTER OF THE CLOSED JOINT STOCK COMPANY [•] Moscow 2003 Close...

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