VimpelCom Ltd. Sample Contracts

VIMPELCOM LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement (Common Shares) Dated as of , 2010
Deposit Agreement • February 8th, 2010 • VimpelCom Ltd. • New York

DEPOSIT AGREEMENT (Common Shares) dated as of , 2010 among VIMPELCOM LTD., an exempted company incorporated under the laws of Bermuda (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.

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VEON LTD. COMMON SHARES (US$0.001 NOMINAL VALUE) (IN THE FORM OF AMERICAN DEPOSITARY SHARES) UNDERWRITING AGREEMENT
Underwriting Agreement • April 1st, 2019 • VEON Ltd. • Radiotelephone communications • New York

The Underlying Shares (as defined below) represented by the ADSs are deposited pursuant to the Amended and Restated Deposit Agreement dated as of December 29, 2017 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs.

GUARANTEE dated as of October 4, 2009 between TELENOR ASA, AS GUARANTOR and THE ALFA PARTIES LISTED ON SCHEDULE I, AS BENEFICIARIES
Guarantee • February 8th, 2010 • VimpelCom Ltd. • New York

GUARANTEE dated as of October 4, 2009 (this “Guarantee”) between Telenor ASA, a company organized and existing under the laws of Norway (“Telenor”), and the legal entities listed on Schedule I hereto (collectively, the “Beneficiaries” and, individually, each a “Beneficiary” and, together with Telenor, collectively, the “Parties” and, individually, each a “Party”).

INDEMNIFICATION AGREEMENT between VEON LTD. and
Indemnification Agreement • March 15th, 2021 • VEON Ltd. • Radiotelephone communications

INDEMNIFICATION AGREEMENT dated [—] and effective as of [—] (this "Agreement") between Veon Ltd., a company organized and existing under the laws of Bermuda (the “Company”), and [—], born [—] in [—] (the "Indemnitee").

SHAREHOLDERS AGREEMENT dated as of October 4, 2009 between and among VIMPELCOM LTD., ALTIMO HOLDINGS & INVESTMENTS LTD., ECO TELECOM LIMITED, TELENOR EAST INVEST AS, TELENOR MOBILE COMMUNICATIONS AS, ALTIMO COOPERATIEF U.A. and OTHER VIMPELCOM LTD....
Shareholders Agreement • April 30th, 2010 • VimpelCom Ltd. • Radiotelephone communications • New York

Page ARTICLE I DEFINITIONS AND INTERPRETATION 2 1.01 Definitions 2 1.02 Interpretation 11 ARTICLE II REPRESENTATIONS AND WARRANTIES 11 2.01 Organization of the Parties 11 2.02 Authority 12 2.03 Shareholding 12 ARTICLE III TRANSFERS 12 3.01 Transfers to Persons Other than Permitted Transferees 12 3.02 Standstill 12 3.03 Right of First Offer 13 3.04 Tag Along Rights 14 3.05 Effect of Transfers 16 3.06 Permitted Transferees 16 3.07 Pledges of Shares and Interests in Shares 17 ARTICLE IV GOVERNANCE OF THE COMPANY 17 4.01 Ownership of Subsidiaries; Branding 17 4.02 Headquarters of the Company 17 4.03 The Management Board and the CEO 18 4.04 Authority of the Board; Chairman of the Board 19 4.05 Shareholders 19 4.06 Nomination of Directors 19 4.07 Quorum and Voting at Board Meetings; Shareholder Approval of Certain Transactions 21 4.08 Committees of the Board 24 4.09 Full Disclosure of All Matters before the Board 24 4.10 Independence of the Board 25 4.11 Dividend Policy 25 4.12 Governance of

SETTLEMENT ESCROW AGREEMENT dated as of October 4, 2009 between and among THE ALFA PARTIES LISTED ON SCHEDULE I and THE TELENOR PARTIES LISTED ON SCHEDULE II and ORRICK, HERRINGTON & SUTCLIFFE LLP, as Escrow Agent
Settlement Escrow Agreement • February 8th, 2010 • VimpelCom Ltd. • New York

SETTLEMENT ESCROW AGREEMENT dated as of October 4, 2009 (this “Escrow Agreement”) between and among the legal entities and individuals listed on Schedule I hereto (collectively, the “Alfa Parties” and each, individually, an “Alfa Party”), the legal entities listed on Schedule II hereto (collectively, the “Telenor Parties” and each, individually, a “Telenor Party”) and Orrick, Herrington & Sutcliffe LLP, as escrow agent (the “Escrow Agent” and, together with the Telenor Parties and the Alfa Parties, collectively, the “Parties” and, each, individually, a “Party”).

SHARE EXCHANGE AGREEMENT dated as of October 4, 2009 between and among the Alfa Parties Listed in Schedule I and the Telenor Parties Listed in Schedule II
Share Exchange Agreement • April 30th, 2010 • VimpelCom Ltd. • Radiotelephone communications • New York

PAGE ARTICLE I DEFINITIONS; INTERPRETATION 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 10 ARTICLE II EXCHANGE OFFER; KYIVSTAR SHARE EXCHANGE 11 Section 2.1 The Exchange Offer 11 Section 2.2 Stay of Proceedings; Settlement Escrow 12 Section 2.3 The Kyivstar Share Exchange 13 Section 2.4 Closing of the Kyivstar Share Exchange 13 Section 2.5 The Alfa Parties’ Obligations at the Closing 13 Section 2.6 The Telenor Parties’ Obligations at the Closing 14 Section 2.7 Newco Closing Deliveries 14 Section 2.8 HoldCo Closing Deliveries 14 Section 2.9 Delisting; Squeezeout 14 Section 2.10 Transfer of VimpelCom Shares 14 ARTICLE III GENERAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES 15 Section 3.1 Organization and Authority 15 Section 3.2 Due Authorization; Binding Obligation 15 Section 3.3 Non-Contravention 15 Section 3.4 Regulatory Approvals 16 Section 3.5 Brokers Fees or Commissions 16 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE ALFA PARTIES 16 Section 4.1 Ownership of the Alfa

WIND ACQUISITION FINANCE S.A. as Issuer WIND TELECOMUNICAZIONI S.P.A. as Guarantor DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee DEUTSCHE BANK AG, LONDON BRANCH as Principal Paying Agent and Calculation Agent DEUTSCHE BANK TRUST COMPANY AMERICAS as...
Indenture • March 24th, 2015 • VimpelCom Ltd. • Radiotelephone communications • New York

INDENTURE dated as of July 10, 2014 by and among Wind Acquisition Finance S.A., a public limited liability company (société anonyme) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 18-20, Rue Edward Steichen, L-2540 Luxembourg and registered with the Luxembourg trade and companies register under number B109.825, as Issuer. WIND Telecomunicazioni S.p.A., a joint stock company organized as a società per azioni under the laws of the Republic of Italy and subject to the direction and coordination of VimpelCom Limited, as Guarantor, Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch as Principal Paying Agent and Calculation Agent, Deutsche Bank Trust Company Americas, as U.S. Paying Agent, U.S. Registrar and U.S. Transfer Agent and Deutsche Bank Luxembourg S.A., as Luxembourg Listing Agent, Luxembourg Paying Agent, Transfer Agent and Registrar.

Registration Rights Agreement
Registration Rights Agreement • September 22nd, 2016 • VimpelCom Ltd. • Radiotelephone communications • New York

Telenor East Holding II AS, a company incorporated in the Kingdom of Norway (the “Issuer”), proposes to issue and sell to you (the “Managers”), US$1,000,000,000 in aggregate principal amount of its 0.25 per cent. Exchangeable Bonds due 2019 (the “Bonds”), which are exchangeable for American Depository Shares (“ADSs”) of VimpelCom Ltd., an exempted company limited by shares organized under the laws of Bermuda (the “Company”), each representing one common share of the Company, nominal value US$0.001 per share, upon the terms set forth in the Subscription Agreement by and among the Issuer and the Managers, dated September 15, 2016 (the “Subscription Agreement”), relating to the initial placement (the “Initial Placement”) of the Bonds. In certain circumstances, upon an exchange of Bonds at the option of the holder thereof and upon certain redemptions, the Issuer will be required to deliver cash, ADSs (such ADSs, the “Exchanged ADSs”) or a combination of cash and Exchanged ADSs, at the elec

GUARANTEE dated as of October 4, 2009 between CTF HOLDINGS LIMITED, AS GUARANTOR and VIMPELCOM HOLDINGS B.V., VIMPELCOM LTD., STORM LLC AND CLOSED JOINT STOCK COMPANY “KYIVSTAR G.S.M.,” AS BENEFICIARIES
VimpelCom Ltd. • February 8th, 2010 • New York

GUARANTEE dated as of October 4, 2009 (this “Guarantee”) between CTF Holdings Limited, a company organized and existing under the Laws of Gibraltar (“CTF”), the legal entities listed on Schedule I hereto and each Additional Beneficiary (collectively, the “Beneficiaries” and, individually, each a “Beneficiary” and, together with CTF, collectively, the “Parties” and, individually, each a “Party”).

Contract
Agreement • March 31st, 2016 • VimpelCom Ltd. • Radiotelephone communications • England

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH AN ASTERISK [*].

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SHARE SALE AND EXCHANGE AGREEMENT
Share Sale and Exchange Agreement • April 30th, 2012 • VimpelCom Ltd. • Radiotelephone communications

AMENDMENT NO. 1 (this “Agreement”), dated as of November 25, 2011, to the Amended and Restated Share Sale and Exchange Agreement dated as of January 17, 2011, and amended and restated on April 15, 2011 (as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “SSEA”) by and among VimpelCom Ltd. (“VimpelCom”), a company organized and existing under the laws of Bermuda, WIND TELECOM S.p.A. (“Weather I”), a company organized and existing under the laws of Italy, and Weather Investments II S.à r.l. (“Weather II”), a company organized and existing under the laws of the Grand Duchy of Luxembourg.

Contract
Settlement Agreement • February 8th, 2010 • VimpelCom Ltd. • New York

FIRST AMENDMENT TO SETTLEMENT AGREEMENT dated as of January 12, 2010 (this “Amendment”) between and among Crown Finance Foundation, a foundation organized under the laws of Lichtenstein, CTF Holdings Limited, a company organized under the laws of Gibraltar, Altimo Holdings & Investments Ltd., a company organized under the laws of the British Virgin Islands, Eco Telecom Limited, a company organized under the laws of Gibraltar, Rightmarch Limited, a company organized under the laws of Cyprus, Alpren Limited, a company organized under the laws of Cyprus, Hardlake Limited, a company organized under the laws of Cyprus, and Storm LLC, a limited liability company organized under the laws of Ukraine (collectively, the “Alfa Parties” and each, individually, an “Alfa Party”), and Telenor Mobile Communications AS, a company organized under the laws of Norway, Telenor East Invest AS, a company organized under the laws of Norway, and Telenor Consult AS, a company organized under the laws of Norway

ASSIGNMENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 26th, 2016 • VimpelCom Ltd. • Radiotelephone communications

ASSIGNMENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENT to Registration Rights Agreement (this “Amendment”), dated as of September 21, 2016, by and among VimpelCom Ltd., a company organized and existing under the laws of Bermuda (the “Company”), Altimo Holdings & Investments Ltd., a company organized and existing under the laws of the British Virgin Islands (“Altimo”), Altimo Cooperatief U.A., a company organized and existing under the laws of the Netherlands (“Altimo Cooperatief”), Letterone Investment Holdings S.A., a société anonyme incorporated under the laws of Luxembourg (“LetterOne”), L1T VIP Holdings S.à r.l., a société à responsibilité limitée incorporated under the laws of Luxembourg, (“L1T”), Telenor Mobile Communications AS, a company organized and existing under the laws of Norway (“Telenor Mobile”), and Telenor East Holding II AS, a company organized and existing under the laws of Norway (“Telenor East Holding” and each of the Company, Altimo, Altimo Cooperatief, LetterOne,

JOINT FILING AGREEMENT
Joint Filing Agreement • April 30th, 2010 • VimpelCom Ltd. • Radiotelephone communications

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the securities of VimpelCom Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

AMENDMENT AND RESTATEMENT DEED relating to the CONTRIBUTION AND FRAMEWORK AGREEMENT DATED …4… NOVEMBER 2016 By and Between VIMPELCOM AMSTERDAM B.V. and VIMPELCOM LTD. and HUTCHISON EUROPE TELECOMMUNICATIONS S.à R.L. and CK HUTCHISON HOLDINGS LIMITED...
Contribution and Framework Agreement • April 3rd, 2017 • VEON Ltd. • Radiotelephone communications

(each of the above together with such persons as become bound to the terms of this agreement pursuant to a Deed of Adherence from time to time being the Parties (and Party shall be construed accordingly)).

Sale and purchase agreement relating to VIP-CKH Luxembourg S.à R.L. and VIP-CKH Ireland Limited
Agreement • March 14th, 2019 • VEON Ltd. • Radiotelephone communications
SETTLEMENT AGREEMENT dated as of October 4, 2009 between and among THE ALFA PARTIES LISTED ON SCHEDULE I and THE TELENOR PARTIES LISTED ON SCHEDULE II
Settlement Agreement • February 8th, 2010 • VimpelCom Ltd. • New York

SETTLEMENT AGREEMENT dated as of October 4, 2009 (this “Agreement”) between and among the legal entities and individuals listed on Schedule I hereto (collectively, the “Alfa Parties” and each, individually, an “Alfa Party”) and the legal entities listed on Schedule II hereto (collectively, the “Telenor Parties” and each, individually, a “Telenor Party” and, together with the Alfa Parties, collectively, the “Parties” and, each, individually, a “Party”).

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As you are aware, on January 17, 2011, VimpelCom Ltd. (“VimpelCom”), Wind Telecom S.p.A. (“Wind Telecom”) and Weather Investments II S.à r.l. (“Weather II”) entered into a Share Sale and Exchange Agreement (the “Share Sale and Exchange Agreement”)...
Share Escrow Agreement • February 15th, 2011 • VimpelCom Ltd. • Radiotelephone communications • New York

Unless the context otherwise requires, references to “we,” “us”, “our”, “VimpelCom” or the “Company” refer to VimpelCom Ltd. This summary highlights selected information from this proxy statement but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement and any documents incorporated by reference into this proxy statement to understand the proposals and the terms of the Share Sale and Exchange Agreement (the “Share Sale and Exchange Agreement”), dated as of January 17, 2011, by and among VimpelCom, Wind Telecom S.p.A., which until December 30, 2010 was known as Weather Investments S.p.A (“Wind Telecom”), Weather Investments II S.à r.l. (“Weather II”) and the other shareholders of Wind Telecom that become party to the Share Sale and Exchange Agreement (the “Wind Telecom Shareholders”), pursuant to which at closing (the “Closing”) VimpelCom will acquire shares in Wind Telecom held by Weather II and

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED SHARE SALE AND EXCHANGE AGREEMENT
Share Sale and Exchange Agreement • April 30th, 2012 • VimpelCom Ltd. • Radiotelephone communications

AMENDMENT NO. 2 (this “Agreement”), dated as of January 31, 2012, to the Amended and Restated Share Sale and Exchange Agreement dated as of January 17, 2011, and amended and restated on April 15, 2011, and further amended on November 25, 2011 (as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “SSEA”) by and among VimpelCom Ltd. (“VimpelCom”), a company organized and existing under the laws of Bermuda, Wind Telecom S.p.A. (“Weather I”), a company organized and existing under the laws of Italy, and Weather Investments II S.à r.l. (“Weather II”), a company organized and existing under the laws of the Grand Duchy of Luxembourg.

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