CME MEDIA ENTERPRISES B.V. and TOP TONE MEDIA HOLDINGS LIMITED and EQUIP LIMITED TV2 GROUP SHAREHOLDERS AGREEMENT July 28, 2008
Exhibit 10.11
CME
MEDIA ENTERPRISES B.V.
and
TOP
TONE MEDIA HOLDINGS LIMITED
and
EQUIP
LIMITED
_________________________________________________
_________________________________________________
July
28, 2008
CONTENTS
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Page
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1
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Definitions
and Interpretation
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1
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2
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Warranties
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7
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3
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The
Business of the TV2 Group
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7
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4
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Board
Appointments
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8
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5
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Board
Meetings
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12
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6
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Board
Authority
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14
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7
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Further
Undertaking
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15
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8
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The
Annual Budget
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15
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9
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Minority
Rights
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16
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10
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Transfer
of Ownership Interests
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18
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11
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Tag
Along Right
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20
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12
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Put
Option
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21
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13
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Call
Option
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23
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14
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Provision
Relating to Transfers
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25
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15
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Events
of Default
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25
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16
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Termination
and Consequences of Termination
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26
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17
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Additional
Undertakings
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26
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18
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Trade
Restrictions
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27
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19
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Acknowledgement
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28
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20
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Status
of Agreement and Effect
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28
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21
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Confidentiality
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28
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22
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Notices
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29
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23
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Entire
Agreement
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31
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24
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Third
Party Rights
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32
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25
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Amendments
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32
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26
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Waiver
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32
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27
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Costs
and Expenses
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32
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28
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Assignment
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32
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29
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No
Partnership
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32
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30
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Severability
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32
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31
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Further
Assurance
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33
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32
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Counterparts
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33
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33
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Governing
Law and Jurisdiction
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33
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34
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Dispute
Resolution
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33
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THIS TV2 GROUP SHAREHOLDERS
AGREEMENT (this "Agreement") is made on July
28, 2008
BETWEEN:
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(1)
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CME MEDIA ENTERPRISES B.V.,
a company organized under the laws of the Netherlands, and having
its seat at Xxx 0x, XX 0000 Xxxxxxxxx, xxx Xxxxxxxxxxx ("CME
ME");
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(2)
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TOP TONE MEDIA HOLDINGS
LIMITED, a BVI Business company organized under the laws of the
British Virgin Islands with registered number 1381053 and having its
registered office at 0xx
Xxxxx, Xxxx Xxxxx Xxxxxxxx, Xxxxxxxx Cay I, X.X. Xxx 000, Xxxx Xxxx,
Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx ("Xxx Tone Holdings");
and
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(3)
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EQUIP LIMITED, a BVI
Business company organized under the laws of the British Virgin Islands
with registered number 1415526 and having its registered office at Trident
Xxxxxxxx, P.O. Box 146, Road Town, Tortola, British Virgin Islands ("Equip", together with
Top Tone Holdings, the "Top Tone
Parties")
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WHEREAS:
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(A)
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CME
ME and Top Tone Holdings have entered into a Master Share Purchase
Agreement dated July 28, 2008 (the "MSPA") pursuant to which
CME ME has agreed to purchase from Top Tone Holdings 80% of the issued
share capital of Top Tone Media (as defined below) and 80% of the issued
share capital of Zopal (also as defined below) in exchange for the
Purchase Price (as defined in the
MSPA);
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(B)
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Following
the First Closing of the MSPA, CME ME, Top Tone Holdings and Equip will
hold 2480 shares, 311 shares and 309 shares in Top Tone Media
respectively;
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(C)
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Following
the Second Closing of the MSPA, CME ME and Top Tone Holdings will hold 80
shares and 20 shares in Zopal respectively;
and
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(D)
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Pursuant
to the MSPA, CME ME, and Top Tone Holdings agreed to enter into this
Agreement to regulate the business and affairs of the TV2 Group (as
defined below) and the rights among CME ME, Top Tone Holdings and Equip as
shareholders in Top Tone Media and the rights between CME ME and Top Tone
Holdings as shareholders in Zopal.
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IT IS AGREED as
follows:
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1
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Definitions
and Interpretation
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1.1
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Terms
not otherwise defined herein shall, unless the context requires otherwise,
bear the meanings ascribed thereto in the MSPA;
and
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1
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"Acceptance
Notice"
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has
the meaning given thereto in Clause 10.1
(b);
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"Advertising
Agreement"
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means
the cooperation agreement relating to the sale of commercial inventory
among TV2, Ring TV and "Piero97 MA" AD in the Agreed
Form;
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"Affiliate"
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of
a person means any person that directly or indirectly through one or more
intermediaries, Controls, is Controlled by, or is under common Control
with, such person;
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"Annual
Budget"
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has
the meaning given thereto in Clause
8.1;
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"Board of
Directors"
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means
the Top Tone Media Board of Directors or the Zopal Board of Directors, as
applicable;
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"Business
Day"
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means
a day (other than a Saturday or a Sunday) on which commercial banks are
open for general business in, Sofia, New York and London (other than
solely for services via the
internet);
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"Call"
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has
the meaning given thereto in Clause
13;
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"Call Closing
Date"
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has
the meaning given thereto in Clause
13.3(c);
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"Call
Notice"
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has
the meaning given thereto in Clause
13.3;
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"Call
Price"
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means
an amount equal to the Valuation;
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"Called
Party"
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has
the meaning given thereto in Clause
13.1;
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"CME Group
Transfer"
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means
a transfer by CME ME of all or any part of its Ownership Interest in Top
Tone Media or Zopal to one or more of its Affiliates, which Affiliates
shall agreed to be bound by this Agreement as if an original Party with
identical rights and obligations as has CME ME
hereunder;
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"Consultancy
Deed"
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means
the consultancy deed entered into on or around the date of this
Agreement;
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"Control"
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means
the power to direct or cause the direction of the management or policy of
any Person, directly or indirectly, through family relationship (if a
natural person), the holding of securities or other participation
interests, by virtue of an agreement, arrangement or understanding or on
other grounds, and "Controlling" and "Controlled" shall have
the correlative meanings proceeding from this
term.
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"Disposal
Notice"
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has
the meaning given thereto in Clause
10.1(e);
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2
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"Editorial
Code"
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means
the editorial code from time to time adopted by the TV2 Supervisory
Committee;
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"Event of
Default"
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has
the meaning given thereto in Clause
15.1;
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"Financial
Year"
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means
the financial year of TV2 or LGC as applicable, which shall be a 12 month
period ending on 31 December of each
year;
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"Investment
Bank"
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means
an international investment bank of recognised international standing with
experience conducting valuations of broadcasting
assets;
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"LGC"
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means
LG Consult EOOD, a limited liability company organized and existing under
the laws of the Republic of Bulgaria with registration number 12574/2006
and having its registered address at 66 Xxxxxxxxxx Xxxxxx Xxx., Xxxxx 0,
0xx
Xxxxx, App 0, Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx xx
Xxxxxxxx;
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"LGC Group
Business"
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means
the broadcasting operations of Ring TV, Max TV, Radio Mila (as such
operations may be rebranded from time to time) and such other businesses
as are owned by Zopal from time to time otherwise than in accordance with
the terms of this Agreement;
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"LGC
Supervisory
Committee"
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means
the supervisory committee of LGC;
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"MSPA"
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has
the meaning given thereto in the
Recitals;
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"Non-Selling
Party"
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has
the meaning given thereto in Clause
10.1(a);
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"Objection
Notice"
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has
the meaning given thereto in Clause
12.6;
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"Ownership
Interests"
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means
the shares, participation rights or other equity ownership interest of Top
Tone Media or Zopal, as applicable;
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"Purchaser"
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has
the meaning given thereto in Clause
10.1(e)(ii);
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"Put"
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has
the meaning given thereto in Clause
12;
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"Put Closing
Date"
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has
the meaning given thereto in Clause
12.4(c);
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"Put Party
"
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has
the meaning given thereto in Clause
12.1;
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"Put
Notice"
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has
the meaning given thereto in Clause
12.4;
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"Put
Price"
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means
an amount equal to the
Valuation;
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3
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"Ring TV"
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means
Ring-SV AD, a joint stock company organized and existing under the laws of
the Republic of Bulgaria with registration number 7774/1997 and having its
registered address at 00 Xxxxxxxxxxxx Xxxxxx Xxxx., Xxxxxxx Xxxxxx, Xxxxx,
Xxxxxxxx of Bulgaria;
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"Ring TV
Supervisory
Board"
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means
the supervisory board of Ring TV;
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"Statutory
Executives"
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means
the General Director and the Finance Director of TV2, Top Tone BG, LGC or
Ring TV, as applicable;
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"Supervisory
Committee"
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means
the supervisory committee of TV2 or LGC or the supervisory
board of Ring TV, as applicable;
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"Tagged Party
"
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has
the meaning given thereto in Clause
11.1;
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"Tag Along
Notice"
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has
the meaning given thereto in Clause
11.2;
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"Tag Along
Right"
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has
the meaning given thereto in Clause
11.1;
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"Top Tone
BG"
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means
Top Tone Media Bulgaria EOOD, a limited liability company organized under
the laws of the Republic of Bulgaria with registration number 175413380
and its registered address at 00 Xxxxxxxxx Xxxxxx Xxx., Xxxxx Xxxxx
Xxxxxx, Xxxxx, Xxxxxxxx of Bulgaria and a wholly owned subsidiary of
TV2;
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"Top Tone
Group
Transfer"
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means
a transfer by Top Tone Holdings or Equip of all or any part of their
respective Ownership Interest in Top Tone Media to each
other;
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"Top Tone
Media"
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means
Top Tone Media S.A., a public limited liability company (société anonyme)
organized under the laws of Luxembourg with registered number B 124257 and
having its registered office at Xxx Xxxxxxxxx xx. 00, Xxxxxxxxxx
X-0000;
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"Top Tone
Media
Board of
Directors"
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means
in respect of Top Tone Media, collectively the directors appointed thereto
from time to time in accordance with the terms
hereof;
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"Transaction
Documents"
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means
this Agreement, the MSPA, the Advertising Agreement, the Terminated
Agreements and the Consultancy
Deed;
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"Transfer
Notice"
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has
the meaning given thereto in Clause
10.1(a);
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"TV2"
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means
TV2 EOOD, a limited liability company organized under the laws of the
Republic of Bulgaria with registration number 121853910 and its registered
address at 0 Xxxxxx Xxxxxxxxxx Xxx., Xxxxxxxx Xxxxxx, 0000 Xxxxx, Xxxxxxxx
of Bulgaria;
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4
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"TV2
Group"
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means
Top Tone Media and Zopal and their respective
subsidiaries;
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"TV2 Group
Business"
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means
the broadcasting operations of TV2 and Top Tone BG (as such operations may
be rebranded from time to time) and such other businesses as are owned by
Top Tone Media from time to time otherwise than in accordance with the
terms of this Agreement;
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"TV2
Supervisory
Committee"
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means
the supervisory committee of TV2;
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"U.S.
Dollars"
or
"US$"
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means
the official currency for the time being of the United States of
America;
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"Valuation"
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means
the amount expressed in U.S. Dollars equal to the average
of:
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(a)
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the
valuation of the Ownership Interests in Top Tone Media or Zopal, as
applicable, calculated with reference to 100% of the enterprise value of
Top Tone Media or Zopal, as applicable, and in accordance with the
percentage of such Ownership Interest, provided by an Investment Bank
appointed by CME ME (the "CME Valuation");
and
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(b)
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the
valuation of the Ownership Interests in Top Tone Media or Zopal, as
applicable, calculated with reference to 100% of the enterprise value of
Top Tone Media or Zopal, as applicable, and in accordance with the
percentage of such Ownership Interest, provided by an Investment Bank
appointed by the Top Tone Parties or Top Tone Holdings, as applicable (the
"Seller
Valuation"),
|
provided
that the difference between the CME Valuation and the Seller Valuation is not
more than 5%. In the event the difference between the CME Valuation and the
Seller Valuation is more than 5%, the Valuation shall be the average of the
middle valuation and the valuation that is nearest to it (with the third
valuation being disregarded), in respect of the CME Valuation, the Seller
Valuation and a valuation of the Ownership Interests in Top Tone Media or Zopal,
as applicable, provided by an Investment Bank that is jointly appointed (as an
expert and not as an arbitrator) by the Investment Bank that carried out the CME
Valuation and the Investment Bank that carried out the Seller Valuation, and
whose cost shall be shared equally by the Top Tone Parties or Top Tone Holdings,
as applicable, on the one hand and CME ME on the other hand;
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"Voting
Rights"
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means,
as the case may be:
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5
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(i)
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in
respect of CME ME, the voting rights of CME ME in Top Tone Media and Zopal
and/or any of their respective subsidiaries or other entities over which
they exercise management control (as appropriate);
or
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(ii)
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in
respect of Top Tone Holdings, the voting rights in Top Tone Media and
Zopal and/or any of their subsidiaries or other entities over which it
exercises management control (as appropriate);
or
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(iii)
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in
respect of Equip, the voting rights in Top Tone Media and/or any of its
subsidiaries or other entities over which it exercises management control
(as appropriate);
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"Working
Hours"
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means
the hours of 9:00 a.m. to 5:00 p.m. on a Business
Day
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"Zopal"
|
means
Zopal S.A., a public limited liability company (société anonyme) organized
under the laws of Luxembourg with registered number B 139431 and having
its registered address at Xxxxxxxxx xx. 00, Xxxxxxxxxx X-0000;
and
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"Zopal Board
of
Directors"
|
means
in respect of Zopal, collectively the directors appointed thereto from
time to time in accordance with the terms
hereof.
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1.2
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In
construing this Agreement, unless otherwise
specified:
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|
|
(a)
|
references
to Clauses and Schedules are to clauses of, and schedules to, this
Agreement;
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(b)
|
references
to a "person"
shall be construed so as to include any physical or legal person, firm,
company or other body corporate, government, state or agency of a state,
local or municipal authority or government body or any joint venture,
association or partnership (whether or not having separate legal
personality);
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|
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(c)
|
a
reference to any law, regulation, statute or statutory provision shall be
construed as a reference to the same as it may have been, or may from time
to time be, amended, modified or
re-enacted;
|
|
|
(d)
|
any
reference to a "day" (including within
the phrase "Business
Day") shall mean a period of 24 hours running from midnight to
midnight (except for the days of time change lasting 25 or 23 hours which
days shall be 25 or 23 hours
respectively);
|
|
|
(e)
|
references
to time are to Central European
Time;
|
|
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(f)
|
a
reference to any other document referred to in this Agreement is a
reference to that other document as amended, varied, novated or
supplemented (other than in breach of the provisions of this Agreement) at
any time;
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6
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(g)
|
headings,
recitals and titles are for convenience only and do not affect the
interpretation of this Agreement;
|
|
|
(h)
|
general
words shall not be given a restrictive meaning by reason of the fact that
they are followed by particular examples intended to be embraced by the
general words; and
|
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(i)
|
references
to a "Party" or
the "Parties"
shall be construed as to include and each of its permitted successors and
permitted assignees.
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2
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Warranties
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2.1
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Each
Party warrants to the each other Party
that:
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|
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(a)
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it
has full power, authority and right to enter into and carry out its
obligations hereunder;
|
|
|
(b)
|
this
Agreement constitutes its valid and legally binding obligations;
and
|
|
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(c)
|
the
entry into and performance by it of this Agreement and the transactions
contemplated by this Agreement do not and will not conflict
with:
|
|
|
(i)
|
any
law or regulation or judicial or other
order;
|
|
|
(ii)
|
its
constitutional documents; or
|
|
|
(iii)
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any
document which is binding on it or on any of its
assets.
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2.2
|
Each
of the warranties set out above are deemed to be repeated by each Party
upon the exercise and upon the completion of the Put, the Call or the Tag
Along Right.
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3
|
The
Business of the TV2 Group
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3.1
|
The
business of Top Tone Media and Zopal are to act as holding companies for
the TV2 Group Business and the LGC Group Business respectively and to
ensure their respective operations are conducted in accordance with the
terms hereof.
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3.2
|
Each
of CME ME and the Top Tone Parties shall use its commercially reasonable
endeavours to promote and develop the TV2 Group Business to the best
advantage of Top Tone Media, CME ME and the Top Tone
Parties.
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3.3
|
Each
of CME ME and Top Tone Holdings shall use its commercially reasonable
endeavours to promote and develop the LGC Group Business to the best
advantage of Zopal, CME ME and Top Tone
Holdings.
|
7
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4
|
Board
Appointments
|
|
4.1
|
CME
ME and the Top Tone Parties agree and shall procure that Top Tone Media
shall have a Board of Directors as
follows:
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|
|
(a)
|
The
Top Tone Media Board of Directors shall consist of three
directors.
|
|
|
(b)
|
CME
ME shall have the right to nominate and be represented by two directors of
the Top Tone Media Board of Directors and the Top Tone Parties shall
jointly have the right to nominate and be represented by one director of
the Top Tone Media Board of Directors, save in the event that the
aggregate Ownership Interest of the Top Tone Parties in Top Tone Media
falls at any time beneath 6%, in which event the Top Tone Parties' right
to nominate and be represented by one director shall cease and CME ME
shall have the right to nominate and be represented by all of the three
directors of the Top Tone Media Board of
Directors.
|
|
|
(c)
|
Decisions
of the Top Tone Media Board of Directors will be taken by simple majority
vote other than any decision below, which shall require the affirmative
vote of the member of the Top Tone Media Board of Directors designated by
the Top Tone Parties:
|
|
|
(i)
|
the
restructuring or reorganisation of any of the subsidiaries of Top Tone
Media (other than a merger or other restructuring to combine the TV2 Group
Business and the LGC Group Business, provided that any such merger or
restructuring is without prejudice to the rights of Top Tone Holdings and
is otherwise permitted by law);
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|
|
(ii)
|
the
sale of the issued share capital of TV2, or the business of TV2 and its
subsidiaries, or substantially all of the assets of the TV2 Group
Business, in the event that such sale adversely affects Top Tone Holdings'
right under Clauses 10, 11 and 12;
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|
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(iii)
|
a
resolution related to the surrender or other disposal of the TV2 Licenses
(other than to comply with any regulatory
requirement);
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|
|
(iv)
|
a
decision to enter into or cause the TV2 Group to enter into any business
that is not media or media-related;
and
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|
|
(v)
|
a
decision to issue any shares in Top Tone Media other than as permitted
pursuant to Clause 9.2.
|
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4.2
|
CME
ME and Top Tone Holdings agree and shall procure that Zopal shall have a
Board of Directors as follows:
|
|
|
(a)
|
The
Zopal Board of Directors shall consist of three
directors.
|
8
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|
(b)
|
CME
ME shall have the right to nominate and be represented by two directors of
the Zopal Board of Directors and Top Tone Holdings shall have the right to
nominate and be represented by one director of the Zopal Board of
Directors, save in the event that the Ownership Interest of Top Tone
Holdings in Zopal falls at any time beneath 6%, in which event Top Tone
Holdings' right to nominate and be represented by one director shall cease
and CME ME shall have the right to nominate and be represented by all of
the three directors of Zopal Board of
Directors.
|
|
|
(c)
|
Decisions
of the Zopal Board of Directors will be taken by simple majority vote
except for any decision below, which shall require the affirmative vote of
the member of the Zopal Board of Directors designated by Top Tone
Holdings:
|
|
|
(i)
|
the
restructuring or reorganisation of any of the subsidiaries of Zopal (other
than a merger or other restructuring to combine the TV2 Group Business and
the LGC Group Business, provided that any such merger or restructuring is
without prejudice to the rights of Top Tone Holdings and is otherwise
permitted by law);
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|
|
(ii)
|
the
sale of the issued share capital of LGC, or the business of LGC and its
subsidiaries, or substantially all of the assets of the LGC Group
Business, in the event that such sale adversely affects Top Tone Holdings'
right under Clauses 10, 11 and 12;
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|
|
(iii)
|
a
resolution related to the surrender or other disposal of the LGC Licenses
(other than to comply with any regulatory
requirement);
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|
|
(iv)
|
a
decision to enter into or cause LGC to enter into any business that is not
media or media-related; and
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|
|
(v)
|
a
decision to issue any shares in Zopal other than as permitted pursuant to
Clause 9.2.
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4.3
|
CME
ME and Top Tone Parties agree and shall procure that TV2 shall have a TV2
Supervisory Committee as follows:
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|
|
(a)
|
The
TV2 Supervisory Committee shall consist of three
members.
|
|
|
(b)
|
CME
ME shall have the right to nominate and be represented by two members of
the TV2 Supervisory Committee and the Top Tone Parties shall jointly have
the right to nominate and be represented by one member of the TV2
Supervisory Committee, save in the event that the aggregate Ownership
Interest of the Top Tone Parties in Top Tone Media falls at any time
beneath 6%, in which event the Top Tone Parties' right to nominate and be
represented by one member shall cease and CME ME shall have the right to
nominate and be represented by all of the three members of the TV2
Supervisory Committee.
|
9
|
|
(c)
|
Decisions
of the TV2 Supervisory Committee will be taken by simple majority vote
except as expressly provided
herein.
|
|
4.4
|
CME
ME and the Top Tone Parties agree and shall procure that TV2 shall have an
executive committee as follows:
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|
|
(a)
|
The
TV2 executive committee shall consist of the General Director, the Finance
Director, the Legal Director, the Director of Programming, the Sales
Director and the News Director.
|
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|
(b)
|
For
so long as the Top Tone Parties have the right to nominate and be
represented by a member of the TV2 Supervisory Committee, the member of
the TV2 Supervisory Committee so nominated by the Top Tone Parties will be
entitled to nominate up to three candidates with appropriate
qualifications and experience for the position of News Director for
appointment by the TV2 Supervisory Committee. In the event the
TV2 Supervisory Committee, acting reasonably, does not wish to appoint the
first candidate, the Top Tone Parties shall jointly nominate a second
candidate. In the event the TV2 Supervisory Committee, acting
reasonably, does not appoint the second candidate, the Top Tone Parties
shall jointly nominate a third candidate. The appointed
candidate may be removed for failure to abide by the Editorial Code and in
such case the Top Tone Parties shall jointly be entitled to nominate
another candidate for the position of News Director as provided
herein.
|
|
|
(c)
|
The
TV2 Supervisory Committee shall nominate and, to the extent permitted by
Bulgarian law, appoint the members of the TV2 executive
committee. The member of the TV2 Supervisory Committee
designated by the Top Tone Parties shall be entitled to make non-binding
recommendations for candidates for each of these
positions.
|
|
|
(d)
|
The
appointment and removal of the members of the Top Tone BG executive
committee shall be approved by the TV2 Supervisory
Committee.
|
|
|
(e)
|
Each
of TV2 and Top Tone BG shall be legally represented in accordance with
Bulgarian law by its respective General Director and Finance Director,
acting jointly as Statutory
Executives.
|
|
|
(f)
|
To
the extent a shareholder resolution is required for the appointments of
any member of the TV2 executive committee or the Top Tone BG executive
committee, CME ME and the Top Tone Parties shall procure that Top Tone
Media, as the sole owner of TV2, promptly passes such resolution to
appoint such members of the TV2 executive committee and that TV2, as the
sole owner of Top Tone BG, promptly passes such resolution to appoint such
members of the Top Tone BG executive
committee.
|
10
|
4.5
|
CME
ME and Top Tone Holdings agree and shall procure that LGC shall have a
Supervisory Committee and Ring TV shall have a Supervisory Board as
follows:
|
|
|
(a)
|
The
LGC Supervisory Committee and the Ring TV Supervisory Board shall each
consist of three members.
|
|
|
(b)
|
CME
ME shall have the right to nominate and be represented by two members of
each of the LGC Supervisory Committee and the Ring TV Supervisory Board
and Top Tone Holdings shall have the right to nominate and be represented
by one member of each of the LGC Supervisory Committee and the Ring TV
Supervisory Board, save in the event that the Ownership Interest of Top
Tone Holdings in Zopal falls at any time beneath 6%, in which event Top
Tone Holdings' right to nominate and be represented by one member shall
cease and CME ME shall have the right to nominate and be represented by
all of the three members of each of the LGC Supervisory Committee and the
Ring TV Supervisory Committee.
|
|
|
(c)
|
Decisions
of each of the LGC Supervisory Committee and the Ring TV Supervisory Board
will be taken by simple majority vote except as expressly provided
herein.
|
|
4.6
|
CME
ME and Top Tone Holdings agree and shall procure that each of LGC and Ring
TV shall have an executive committee as
follows:
|
|
|
(a)
|
Each
executive committee shall consist of the General Director, the Finance
Director, the Legal Director, the Director of Programming, the Sales
Director and the News Director.
|
|
|
(b)
|
The
LGC Supervisory Committee and the Ring TV Supervisory Board, as
applicable, shall nominate and, to the extent permitted by Bulgarian law,
appoint the members of the LGC executive committee and the Ring TV
executive committee, respectively. The member of the LGC
Supervisory Committee or the Ring TV Supervisory Board, as applicable,
designated by Top Tone Holdings shall be entitled to make non-binding
recommendations for candidates for each of these
positions.
|
|
|
(c)
|
The
appointment and removal of the members of the Ring TV Supervisory Board
and management board shall be approved by the LGC Supervisory
Committee.
|
|
|
(d)
|
Each
of LGC and Ring TV shall be legally represented in accordance with
Bulgarian law by its respective General Director and Finance Director,
acting jointly as Statutory
Executives.
|
|
|
(e)
|
To
the extent a shareholder resolution is required for the appointments of
any member of the LGC executive committee or the Ring TV Supervisory Board
and management board, CME ME and Top Tone Holdings shall procure that
Zopal, as the sole shareholder of LGC, promptly passes such resolution to
appoint such members of the LGC executive committee and that LGC, as the
owner of 88.7% of the share capital of Ring TV, shall vote at a general
meeting of shareholders and shall procure that the members of the Ring TV
Supervisory Board shall vote in favour of such resolution to promptly
appoint such members of the Ring TV Supervisory Board and management
board, respectively.
|
11
|
4.7
|
The
Parties may appoint alternates to their appointees to the relevant
Supervisory Committee as specified above. An alternate will
have one vote for each member of the relevant Supervisory Committee in
respect of whom he is appointed and who is absent from the relevant
meeting.
|
|
4.8
|
Each
Supervisory Committee and each Board of Directors shall elect one of the
members appointed by CME ME to serve as its chairman, who shall preside at
the meetings of the relevant Supervisory Committee or the relevant Board
of Directors, as the case may be, but shall not have a separate or casting
vote.
|
|
4.9
|
No
member of the Supervisory Committee shall be compensated for service in
such capacity, but all shall be reimbursed their reasonable expenses
subject to the policies (if any) adopted by the relevant Supervisory
Committee or the relevant Board of Directors, as the case may
be.
|
|
4.10
|
Either
Party may at any time replace any of its respective nominees appointed
pursuant to this Clause 4 and the Parties shall exercise their respective
Voting Rights and powers to procure that any nominees who are being
replaced are removed from, and the replacement nominees are appointed to,
the relevant Supervisory Committee or the relevant Board of Directors, as
the case may be, of the relevant entity as soon as is
practicable.
|
|
|
|
5
|
Board
Meetings
|
|
5.1
|
CME
ME and the Top Tone Parties agree and shall procure that regular meetings
of the TV2 Supervisory Committee and the Top Tone Media Board of Directors
shall be held on such dates, but in any event no less frequently than once
per quarter, and at such times and places, as are determined from time to
time by resolution of the TV2 Supervisory Committee or the Top Tone Media
Board of Directors, as the case may
be.
|
|
5.2
|
CME
ME and Top Tone Holdings agree and shall procure that regular meetings of
the LGC Supervisory Committee, the Ring TV Supervisory Board and the Zopal
Board of Directors shall be held on such dates, but in any event no less
frequently than once per quarter, and at such times and places, as are
determined from time to time by resolution of the LGC Supervisory
Committee, the Ring TV Supervisory Board or the Zopal Board of Directors,
as the case may be.
|
|
5.3
|
Any
member of the relevant Supervisory Committee or the relevant Board of
Directors as the case may be shall be entitled to raise items for the
agenda of a regular meeting of that Supervisory Committee or that Board of
Directors, as the case may be.
|
12
|
5.4
|
The
General Director or Finance Director of TV2, LGC or Ring TV, as
applicable, may call an extraordinary meeting of the relevant Supervisory
Committee.
|
|
5.5
|
Meetings
of a Supervisory Committee or a Board of Directors, as the case may be,
shall be convened and held as
follows:
|
|
|
(a)
|
prior
written notice of any meeting of a Supervisory Committee or a Board of
Directors, as the case may be, shall be given to each member at least
three Business Days prior to such meeting. Any such notice
shall contain an agenda identifying in reasonable detail the matters to be
discussed at the meeting and shall be accompanied by copies of any
relevant papers to be discussed thereat. Any matter that is
submitted to a Supervisory Committee or a Board of Directors, as the case
may be, for a decision, but which is not identified in reasonable detail
on such agenda, shall not be decided upon at that meeting, unless
otherwise agreed by all of the members
present;
|
|
|
(b)
|
the
presence of two members of a Supervisory Committee or a Board of
Directors, as the case may be, constitutes a quorum and, subject to
Clauses 4.1(c) and 4.2(c) with respect to the Top Tone Media Board of
Directors and the Zopal Board of Directors, the vote of at least two
members present at any meeting at which a quorum is present shall be
required for a decision;
|
|
|
(c)
|
alternate
members may participate in meetings of a Supervisory Committee on behalf
of duly appointed members in their
absence;
|
|
|
(d)
|
members
may participate in a meeting by teleconference, videoconference or other
electronic means whereby each member may hear all other members, and any
member so participating shall be considered to be present. A
meeting shall deemed to be held where the largest number of participating
members is, or if there is no such maximum, at the location of the
chairman; and
|
|
|
(e)
|
any
action required or permitted to be taken at any meeting of a Supervisory
Committee or, as the case may be, a Board of Directors may be taken
without a meeting if all members consent thereto (and make any appropriate
resolution or perform any action, as the case may be) in writing, and such
writing or writings are filed with the minutes of proceedings of a
Supervisory Committee or a Board of Directors, as the case may
be.
|
|
5.6
|
The
appointment of any Bulgarian citizen to a Supervisory Committee by CME ME
shall be subject to the approval of the Top Tone Parties or Top Tone
Holdings, as applicable, which shall not be unreasonably withheld or
delayed.
|
|
6
|
Board
Authority
|
|
6.1
|
The
authority of the Supervisory Committee of TV2 and LGC shall include the
right to:
|
13
|
|
(a)
|
approve
the five-year plan and any amendments thereto for TV2 or, as the case may
be, LGC;
|
|
|
(b)
|
approve
the Annual Budget and expenditures in excess of the Annual Budget for TV2
or, as the case may be, LGC;
|
|
|
(c)
|
propose
the appointment and removal of the Statutory Executives of TV2 or, as the
case may be, LGC to Top Tone Media or Zopal, as
applicable;
|
|
|
(d)
|
approve
the appointment or removal of the other members of the executive
committees of TV2 or LGC, as
applicable;
|
|
|
(e)
|
determine
the compensation of the members of any executive committee for TV2 or, as
the case may be, LGC (other than compensation of the Statutory Executives
of TV2 and LGC, whose compensation shall be determined by Top Tone Media
and Zopal, respectively);
|
|
|
(f)
|
approve
delegated authorities for expenditures up to US$250,000 (or its
equivalent) for TV2 or, as the case may be, LGC or their respective
subsidiaries;
|
|
|
(g)
|
approve
expenditures in excess of US$250,000 (or its equivalent) for TV2 or, as
the case may be, LGC or their respective
subsidiaries;
|
|
|
(h)
|
approve
any decision to borrow or lend money by TV2 or, as the case may be, LGC or
their respective subsidiaries;
|
|
|
(i)
|
approve
the Advertising Agreement and the entering into the same, and any material
amendments thereto or termination thereof to the extent such Advertising
Agreement is entered into by TV2 or one of its subsidiaries (for the
Supervisory Committee of TV2) or, as the case may be, to the extent such
Advertising Agreement is entered into by LGC or one of its subsidiaries
(for the Supervisory Committee of
LGC);
|
|
|
(j)
|
approve
any related party agreements or arrangements of any member of any
executive committee or Supervisory Committee of TV2 or one of its
subsidiaries (for the Supervisory Committee of TV2) or, as the case may
be, LGC or one of its subsidiaries (for the Supervisory Committee of LGC);
and
|
|
|
(k)
|
approve
other items delegated to the Supervisory Committee pursuant to the
foundation act of TV2 or the foundation act of LGC, as applicable, or a
decision of the general meeting of TV2 or LGC, as
applicable.
|
|
6.2
|
The
Parties acknowledge that as long as TV2 or LGC are limited liability
companies incorporated under Bulgarian law, the relevant Supervisory
Committee and executive committee shall enjoy consultative functions and
shall facilitate the implementation of the decisions, instructions,
regulations and policies adopted by TV2 or LGC, as the case may
be.
|
14
|
7
|
Further
Undertaking
|
|
7.1
|
CME
ME and the Top Tone Parties shall each exercise all of their respective
Voting Rights and powers to procure, or as appropriate procure that Top
Tone Media or the TV2 Supervisory Committee procures, the matters set out
in Clause 5 and Clause 6, including the adoption of necessary amendments
to the constitutive document of TV2 and the execution of amendments to the
terms of employment of the Statutory Executives of TV2 or, to the extent
required, any other member of an executive
committee.
|
|
7.2
|
CME
ME and Top Tone Holdings shall each exercise all of their respective
Voting Rights and powers to procure or, as appropriate procure that Zopal
or the LGC Supervisory Committee procures, the matters set out in Clause 5
and Clause 6, including the adoption of necessary amendments to the
constitutive document of LGC and the execution of amendments to the terms
of employment of the Statutory Executives of LGC or, to the extent
required, any other member of an executive
committee.
|
|
7.3
|
CME
ME and Top Tone Holdings shall each exercise all of their respective
Voting Rights and powers to procure or, as appropriate procure that LGC or
the Ring TV Supervisory Board procures, the matters set out in Clause 5
and the adoption of amendments to the by-laws of Ring TV to incorporate a
two-tier governance structure, including a supervisory board with the
authorities set out in Clause 6 and the execution of amendments to the
terms of employment of the Statutory Executives of Ring TV or, to the
extent required, any other member of an executive
committee.
|
|
8
|
The
Annual Budget
|
|
8.1
|
CME
ME and the Top Tone Parties shall each exercise their respective Voting
Rights to procure that the TV2 Group Business, and CME ME and Top Tone
Holdings shall each exercise their respective Voting Rights to procure
that the LGC Group Business, are conducted in accordance with the initial
business plan proposed by CME ME during the remainder of the current
Financial Year and prior to the end of each Financial Year, the executive
committee of TV2 and the executive committee of LGC shall jointly prepare
for approval by their respective Supervisory Committees the annual budget
for the TV2 Group Business and the LGC Group Business on a combined basis
for the next Financial Year (the "Annual Budget"), which
shall include, in particular, the
following:
|
|
|
(a)
|
a
cashflow statement giving:
|
|
|
(i)
|
an
estimate of the working capital requirements;
and
|
|
|
(ii)
|
a
recommendation for the necessary retention of profits of the previous
Financial Year to satisfy such working capital
requirements;
|
15
|
|
(b)
|
a
projected profit and loss account;
|
|
|
(c)
|
an
operating budget and balance sheet
forecast;
|
|
|
(d)
|
a
management report giving business objectives for the year;
and
|
|
|
(e)
|
a
financial report which shall include an analysis of the results of such of
the TV2 Group Business as is conducted by TV2 (or its subsidiaries) and
the results of such of the LGC Group Business as is conducted by LGC (or
its subsidiaries) for the previous Financial Year compared with the Annual
Budget for that year, identifying variations in sales revenues, costs and
other material items.
|
|
8.2
|
The
Parties shall exercise their respective Voting Rights to procure that the
Annual Budgets are adopted by the Top Tone Media Board of Directors and
the Zopal Board of Directors as soon as reasonably practicable following
each Annual Budget being produced and agreed for each Financial
Year.
|
|
8.3
|
CME
ME undertakes to procure that sufficient funds will be made available to
TV2 to meet its investment commitments under the Advertising
Agreement.
|
|
9
|
Minority
Rights
|
|
9.1
|
CME
ME and the Top Tone Parties shall each exercise their respective Voting
Rights to procure that Top Tone Media shall not without the prior consent
of the Top Tone Parties, and CME ME and Top Tone Holdings shall each
exercise their respective Voting Rights to procure that Zopal shall not
without the prior consent of Top Tone
Holdings:
|
|
|
(a)
|
amend
the articles of association of Top Tone Media or Zopal in the event that
such amendment will adversely affects the rights of Top Tone Parties or
Top Tone Holdings, as the case may be, under Clauses 9.1(b), (c), (d),
(e), (f) and (g);
|
|
|
(b)
|
pass
any resolution for its winding up or
liquidation;
|
|
|
(c)
|
amalgamate
or merge with any other company or business undertaking (other
than a merger or other restructuring to combine Top Tone Media and Zopal,
provided that any such merger or restructuring is without prejudice to the
rights of the Top Tone Parties and is otherwise permitted by
law);
|
|
|
(d)
|
demerge,
reorganize or divide into different
entities;
|
|
|
(e)
|
increase
the amount of the issued share capital of Top Tone Media or Zopal or allow
any of the share capital of Top Tone Media or Zopal to be issued or
subscribed for except as may be permitted pursuant to Clause
9.2;
|
16
|
|
(f)
|
decrease
or effect any reduction or cancellation of the amount of the authorised or
issued share capital of Top Tone Media or Zopal or purchase or redeem any
of the shares of Top Tone Media or
Zopal;
|
|
|
(g)
|
effect
any other changes or reorganisation of its share capital of Top Tone Media
or Zopal that have the effect of varying the rights of the Top Tone
Parties in its Ownership Interests in Top Tone Media or Zopal except as
may be permitted hereunder;
|
|
|
(h)
|
cause
restructuring or reorganisation of any of the subsidiaries of Top Tone
Media or Zopal (other than a merger or other restructuring to combine the
TV2 Group Business and the LGC Group Business, provided that any such
merger or restructuring is without prejudice to the rights of the Top Tone
Parties and is otherwise permitted by
law);
|
|
|
(i)
|
cause
the sale of the issued share capital of TV2 or LGC, the business of TV2
and its subsidiaries, the business of LGC and its subsidiaries or
substantially all of the assets of the TV2 Group Business or the LGC Group
Business, in the event that such sale adversely affects the Top Tone
Parties' right under Clauses 10, 11 and
12;
|
|
|
(j)
|
expel
or by any means cause the termination of the direct or indirect
participation of the Top Tone Parties in the TV2 Group other than in
connection with a sale or transfer permitted
hereunder;
|
|
|
(k)
|
pass
any resolutions related to the surrender or other disposal of the TV2
Group Licenses (other than to comply with any regulatory
requirement);
|
|
|
(l)
|
cause
the TV2 Group to enter into any media or media-related business;
and
|
|
|
(m)
|
declare
any dividends other than in accordance with Clause
9.3.
|
|
9.2
|
In
the event that the TV2 Group Business or the LGC Group Business requires
additional funding after CME ME has funded the TV2 Group Business and the
LGC Group Business in cash with an aggregate amount at least equal to
US$140,000,000 or its equivalent in another currency (excluding the
Purchase Price paid by CME ME under the MSPA) ("Investment Amount"),
Clause 9.1(e) shall not apply to any issuance of new shares by Top Tone
Media or Zopal for raising such additional funds, provided that (i) the
Top Tone Parties shall not be obliged to subscribe for any new shares, and
(ii) the Ownership Interest of Top Tone Holdings in Zopal and the
aggregate Ownership Interest of the Top Tone Parties in Top Tone Media, as
the case may be, shall in no event be diluted to less than 6% as a result
of any such issuance.
|
|
9.3
|
CME
ME and the Top Tone Parties shall each exercise their respective Voting
Rights to procure that Top Tone Media, and CME ME and Top Tone Holdings
shall each exercise their respective Voting Rights to procure that Zopal,
shall not make or pay any dividend or other distribution until such time
as the Investment Amount has been contributed and the Investment Amount
and all associated debts and interest thereon is repaid in
full.
|
17
|
10
|
Transfer
of Ownership Interests
|
|
10.1
|
CME
ME may sell, transfer, grant any security interest over or otherwise
dispose of all or any part of its Ownership Interest in Top Tone Media or
Zopal in accordance with the provisions of this Clause
10.
|
|
|
(a)
|
CME
ME agrees that whenever it wishes to sell, transfer or otherwise dispose
of all or any part of its Ownership Interest in Top Tone Media or Zopal
other than pursuant to a CME Group Transfer, it shall give notice (a
"Transfer Notice")
to the Top Tone Parties (in respect of the sale, transfer or otherwise
disposal of all or any part of the Ownership Interest in Top Tone Media)
and Top Tone Holdings (in respect of the sale, transfer or otherwise
disposal of all or any part of the Ownership Interest in Zopal) of such
intention (each a "Non-Selling
Party"). A Transfer Notice shall
specify:
|
|
|
(i)
|
the
relevant Ownership Interest proposed to be sold, transferred or otherwise
disposed of;
|
|
|
(ii)
|
the
cash amount of the consideration for which such Ownership Interest is
proposed to be sold, transferred or otherwise disposed of;
and
|
|
|
(iii)
|
the
other principal terms and conditions of such intended sale or
disposal.
|
|
|
(b)
|
If
a Non-Selling Party wishes to acquire such Ownership Interest as specified
in the Transfer Notice for the consideration and on the other terms and
conditions specified therein, the Non-Selling Party shall give notice to
CME ME of such intention (an "Acceptance Notice")
within twenty (20) Business Days of receipt of the Transfer Notice;
provided, that only one Top Tone Party shall be entitled to deliver an
Acceptance Notice in respect of Top Tone
Media.
|
|
|
(c)
|
If
a Non-Selling Party delivers such an Acceptance Notice to CME ME, CME ME
and the Non-Selling Party shall in good faith and acting reasonably
negotiate terms for definitive transfer documentation in accordance with
the terms of the Transfer Notice for a further period of thirty (30)
Business Days from the receipt by CME ME of the Acceptance
Notice. Not later than the day falling forty-five (45) Business
Days following the receipt by CME ME of the Acceptance Notice (and for the
avoidance of doubt notwithstanding the negotiations as aforesaid and their
status), the Non-Selling Party shall acquire from CME ME and pay for the
Ownership Interest as specified in the Transfer Notice for the
consideration and on the other terms and conditions specified therein and
otherwise as (and if) agreed in the thirty (30) Business Day period
referred to above.
|
18
|
|
(d)
|
If
no Acceptance Notice is delivered in accordance with Clause 10.1(b) or if
at the end of the forty-five (45) Business Day period referred to in
Clause 10.1(c), the Non-Selling Party has not acquired from CME ME and
paid for the Ownership Interest as specified in the Transfer Notice as
aforesaid (otherwise than solely due to the default by CME ME of the terms
hereof), CME ME may, subject to the Tag Along Right and within the period
of one hundred and twenty (120) Business Days
following:
|
|
|
(i)
|
the
date of the last date on which an Acceptance Notice could be delivered in
accordance with Clause 10.1(b); or as the case may
be
|
|
|
(ii)
|
the
end of the forty-five (45) Business Day period referred to in Clause
10.1(c),
|
sell,
transfer or otherwise dispose of CME ME's Ownership Interest specified in the
Transfer Notice to any third party purchaser(s); provided that CME ME shall not
so sell, transfer or otherwise dispose of such Ownership Interest for a pro-rata
amount that is less than the consideration specified in the Transfer Notice (or
for consideration otherwise than in cash but having an equivalent value, in the
reasonable opinion of CME ME).
|
|
(e)
|
If
CME ME effects a sale, transfer or other disposal of some or all of its
Ownership Interest in Top Tone Media or Zopal other than by way of a CME
Group Transfer, it shall serve a notice of such sale, transfer or other
disposal (a "Disposal
Notice") on the Top Tone Parties (in respect of the sale, transfer
or otherwise disposal of all or any part of the Ownership Interest in Top
Tone Media) and Top Tone Holdings (in respect of the sale, transfer or
otherwise disposal of all or any part of the Ownership Interest in Zopal)
which shall state:
|
|
|
(i)
|
what
percentage of its relevant Ownership Interest was so sold, transferred or
otherwise disposed of;
|
|
|
(ii)
|
the
identity of the third party purchaser (the "Purchaser");
and
|
|
|
(iii)
|
where
applicable, an offer to the Top Tone Parties for the exercise of their Tag
Along Right in respect of Top Tone Media or, as the case may be, to Top
Tone Holdings for the exercise of its Tag Along Right in respect of
Zopal.
|
|
10.2
|
Save
under and pursuant to the Tag Along Right, the Put, the Call or a Top Tone
Group Transfer, Top Tone Holdings may not sell, transfer or otherwise
dispose of, grant any option over or create or permit other encumbrance,
security interest or third party right on or over all or any part of its
Ownership Interest in respect of Top Tone Media and Zopal or its Voting
Rights or any other rights or privileges it may have in connection with
its Ownership Interest in respect of Top Tone Media and Zopal without the
prior written consent of CME
ME.
|
19
|
10.3
|
Save
under and pursuant to the Tag Along Right, the Put, the Call or a Top Tone
Group Transfer, Equip may not sell, transfer or otherwise dispose of,
grant any option over or create or permit other encumbrance, security
interest or third party right on or over all or any part of its Ownership
Interest in respect of Top Tone Media or its Voting Rights or any other
rights or privileges it may have in connection with its Ownership Interest
in respect of Top Tone Media without the prior written consent of CME
ME.
|
|
10.4
|
For
the avoidance of doubt, CME ME (or any of its Affiliates to whom Ownership
Interests have been transferred) may create or permit any other
encumbrance, security interest or third party right on or over all or any
part of their Ownership Interest or their voting rights or any other
rights or privileges they may have in connection with its Ownership
Interest.
|
|
11
|
Tag
Along Right
|
|
11.1
|
If
CME ME serves a Disposal Notice pursuant to Clause 10 and pursuant to such
Disposal Notice CME ME has agreed to sell all or a majority of all the
Ownership Interests in Top Tone Media or Zopal to a Purchaser, the Top
Tone Parties (in respect of their respective sale of the Ownership
Interests in Top Tone Media) and/or Top Tone Holdings (in respect of a
sale of its Ownership Interest in Zopal) (each a "Tagged Party") shall
have the right (subject to Clause 11.4) to sell their entire Ownership
Interests in Top Tone Media or Zopal as the case may be to the Purchaser
at the price per share and otherwise on the terms and conditions specified
in the Disposal Notice (the "Tag Along
Right").
|
|
11.2
|
A
Tagged Party may exercise the Tag Along Right within ten (10) Business
Days of receipt of the Disposal Notice by delivering a written notice
stating the exercise of such right to CME ME (the "Tag Along
Notice").
|
|
11.3
|
By
delivery of the Tag Along Notice, a Tagged Party agrees to sell its entire
Ownership Interest at the price per share and otherwise on the terms and
conditions specified in, and concurrently with the proposed transaction
described in, the Disposal Notice. Once delivered, such Tag
Along Notice shall be irrevocable and the Tagged Party shall be obligated
to deliver and sell its Ownership Interest pursuant thereto and on the
terms thereof.
|
|
11.4
|
In
the event that a Tagged Party so exercises the Tag Along Right and that
the Purchaser wishes to purchase some but not all of the Ownership
Interests offered by CME ME and the Tagged Party, each of CME ME and the
Tagged Party shall be entitled to sell to the Purchaser such portion of
their respective Ownership Interests pro rata to the entire Ownership
Interests in Top Tone Media or Zopal, as the case may be, that are offered
by CME and the Tagged Party in connection
herewith.
|
|
11.5
|
Upon
the delivery of a Put Notice (in respect of the Ownership Interest in Top
Tone Media), the relevant Top Tone Parties shall be deemed to have
irrevocably waived their Tag Along Right in respect of such Ownership
Interest in Top Tone Media.
|
20
|
11.6
|
Upon
the delivery of a Put Notice (in respect of the Ownership Interest in
Zopal), Top Tone Holdings shall be deemed to have irrevocably waived its
Tag Along Right in respect of such Ownership Interest in
Zopal.
|
|
12
|
Put
Option
|
|
12.1
|
For
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each of the Top Tone Parties and Top Tone Holdings
(each a "Put
Party") shall, subject to the provisions of this Clause 12, have
the irrevocable and unconditional right to require CME ME to purchase all
or any part of its Ownership Interests in Top Tone Media and Zopal
respectively at the Put Price (the "Put").
|
|
12.2
|
Subject
to Clause 15.3, the Put shall be exercisable at any time following the
fifth anniversary of the date of this Agreement or at any time following
the giving of a Call Notice otherwise than in respect of all of the
Ownership Interests in Top Tone Media or in Zopal above an Ownership
Interest of 6%, as applicable.
|
|
12.3
|
The
right of a Put Party to exercise the Put is conditional upon the
following:
|
|
|
(a)
|
neither
Top Tone Holdings nor any of its Affiliates or, as the case may be,
neither the Top Tone Parties nor any of their respective Affiliates being
in material breach of any of the Transaction
Documents;
|
|
|
(b)
|
the
Put Party having full unencumbered right and title to its entire Ownership
Interest in Top Tone Media or in Zopal, as applicable;
and
|
|
|
(c)
|
no
Event of Default shall have occurred and be
continuing.
|
|
12.4
|
A
Put Party may only exercise the Put by giving a written exercise notice (a
"Put Notice") to
CME ME. The Put Notice
shall:
|
|
|
(a)
|
state
that the Put Party is exercising the
Put;
|
|
|
(b)
|
request
CME ME nominate an Investment Bank for purposes of the Valuation;
and
|
|
|
(c)
|
state
the anticipated time and place on which CME ME shall be obliged, subject
to the completion of the Valuation, to acquire the entire Ownership
Interests of the Put Party in exchange of payment by CME ME of the Put
Price, which (subject to such terms and conditions) shall occur on a date
falling not more than twenty (20) Business Days after the date on which
such Valuation is completed (or, in each case, such later date as is
necessary to obtain all required governmental and regulatory approvals and
consents) (the "Put
Closing Date").
|
|
12.5
|
Once
given, a Put Notice shall be
irrevocable.
|
21
|
12.6
|
If
CME ME receives a Put Notice, CME ME may give written notice (an "Objection Notice") to
the Put Party within ten (10) Business Days of the receipt of such Put
Notice of any objections to the exercise of the Put. If such Objection
Notice contains valid grounds for objection, the Put shall not be
exercisable. If the grounds for objection specified in the
Objection Notice are capable of remedy, the Put Party may remedy any such
grounds for objection. If, following such a remedy, the Put Party wishes
to exercise the Put, it shall recommence the process outlined in this
Clause 12.
|
|
12.7
|
Within
twenty (20) Business Days of receipt of a Put Notice (provided that no
Objection Notice containing valid grounds for objection has been served),
each of CME ME and Top Tone Holdings shall appoint an Investment Bank (in
each case as an expert and not an arbitrator) for the purposes of
determining the Valuation.
|
|
12.8
|
CME
ME and the Put Party shall instruct their respective Investment Banks to
agree on common valuation parameters within fifteen (15) Business Days of
appointment (which shall be limited to considerations of economic value
only, on a "debt-free, cash-free" basis viewed as a passive investment
without regard for any board or management positions or any share transfer
restrictions).
|
|
12.9
|
CME
ME and the Put Party shall use their commercially reasonable efforts to
cause their respective Investment Banks to provide their valuations of the
Ownership Interests within thirty (30) Business Days of agreeing the
common valuation parameters.
|
|
12.10
|
In
the event that a third Investment Bank is jointly appointed, CME ME and
the Put Party shall use their commercially reasonable efforts to cause
such Investment Bank to provide its valuation of the Ownership Interests
within twenty (20) Business Days of its appointment based on the same
valuation principles as referred to in Clause
12.8.
|
|
12.11
|
The
consummation of the Put shall take place at such time and place as may be
specified in the Put Notice in accordance with the foregoing or otherwise
agreed among the Parties. CME ME shall have no obligation to pay any
portion of the Put Price unless all conditions to the exercise of the Put
are satisfied and remain satisfied on the Put Closing Date. CME
ME shall pay the full amount of the Put Price to such bank account as is
nominated in writing for such purpose by the Put
Party.
|
|
12.12
|
The
Parties agree that if they determine that the transfer and payment
arrangements described herein are not structured properly to optimize the
tax and accounting treatment to the level intended by the Parties, they
shall cooperate in good faith to agree on and implement an alternative
structure or make any appropriate changes to the existing
structure. All such changes shall in all material respects
result in maintaining the same balance of commercial and economic
interests of the Parties as existed before making any such
changes.
|
22
|
13
|
Call
Option
|
|
13.1
|
For
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, CME ME shall, subject to the provisions of this
Clause 13, have the irrevocable and unconditional right to require the Top
Tone Parties and Top Tone Holdings (each a "Called Party") to sell
to CME ME at the Call Price (the "Call") such portion of
its Ownership Interests in Top Tone Media and in Zopal, as the case may
be, provided that after the exercise of the Call, the Top Tone Parties
shall retain an aggregate Ownership Interest of 6% in Top Tone Media and
Top Tone Holdings shall retain an Ownership Interest of 6% in Zopal, as
applicable.
|
|
13.2
|
Subject
to Clause 15.3, the Call shall be exercisable at any time following the
fifth anniversary of the date of this Agreement or at any time following
the giving of a Put Notice otherwise than in respect of all of the
Ownership Interests in Top Tone Media or Zopal, as
applicable.
|
|
13.3
|
CME
ME may only exercise the Call by giving a written exercise notice (a
"Call Notice") to
the Called Party. The Call Notice
shall:
|
|
|
(a)
|
state
that CME ME is exercising the Call;
|
|
|
(b)
|
request
that the Called Party nominate an Investment Bank for purposes of the
Valuation; and
|
|
|
(c)
|
state
the anticipated time and place on which the Called Party shall be obliged,
subject to the completion of the Valuation, to sell its entire Ownership
Interests in exchange of payment by CME ME of the Call Price, which
(subject to such terms and conditions) shall occur on a date falling not
more than twenty (20) Business Days after the date on which such Valuation
is completed (or, in each case, such later date as is necessary to obtain
all required governmental and regulatory approvals and consents) (the
"Call Closing
Date").
|
|
13.4
|
Once
given, a Call Notice shall be
irrevocable.
|
|
13.5
|
Within
twenty (20) Business Days of receipt of a Call Notice (provided that no
Objection Notice containing valid grounds for objection has been served),
each of CME ME and the Called Party shall appoint an Investment Bank (in
each case as an expert and not an arbitrator) for the purposes of
determining the Valuation.
|
|
13.6
|
CME
ME and the Called Party shall instruct their respective Investment Banks
to agree on common valuation parameters within fifteen (15) Business Days
of appointment (which shall be limited to considerations of economic value
only, on a "debt-free, cash-free" basis viewed as a passive investment
without regard for any board or management positions or any share transfer
restrictions).
|
|
13.7
|
CME
ME and the Called Party shall use their commercially reasonable efforts to
cause their respective Investment Banks to provide their valuations of the
Ownership Interests within thirty (30) Business Days of agreeing the
common valuation parameters.
|
23
|
13.8
|
In
the event that a third Investment Bank is jointly appointed, CME ME and
the Called Party shall use their commercially reasonable efforts to cause
such Investment Bank to provide its valuation of the Ownership Interests
within twenty (20) Business Days of its appointment based on the same
valuation principles as referred to in Clause
13.6.
|
|
13.9
|
The
consummation of the Call shall take place at such time and place as may be
specified in the Call Notice in accordance with the foregoing or otherwise
agreed among the Parties. The Called Party shall have no
obligation to sell its Ownership Interest unless all conditions to the
exercise of the Call are satisfied and remain satisfied on the Call
Closing Date. CME ME shall pay the full amount of the Call
Price to such bank account as is nominated in writing for such purpose by
the Called Party.
|
|
13.10
|
The
Parties agree that if they determine that the transfer and payment
arrangements described herein are not structured properly to optimize the
tax and accounting treatment to the level intended by the Parties, they
shall cooperate in good faith to agree on and implement an alternative
structure or make any appropriate changes to the existing
structure. All such changes shall in all material respects
result in maintaining the same balance of commercial and economic
interests of the Parties as existed before making any such
changes.
|
|
14
|
Provision
Relating to Transfers
|
Transfers
of Ownership Interests where required under the provisions of this Agreement
shall be effected with full title guarantee and be made free of all
encumbrances, security interests or third party rights.
|
15
|
Events
of Default
|
|
15.1
|
The
occurrence of any of the following shall constitute an event of default
with respect to a Party (an "Event of
Default"):
|
|
|
(a)
|
the
liquidation, administration or entry into receivership of such
Party;
|
|
|
(b)
|
a
material breach of any Transaction Documents by such Party, which remains
unremedied thirty (30) Business Days after a notice by the non-defaulting
Party to remedy the same; and
|
|
|
(c)
|
the
termination of the Advertising Agreement (other than due to a default by
the relevant member of the TV2 Group that is not remedied within any
applicable grace period).
|
|
15.2
|
Each
Party shall notify the others of any material breach of this Agreement
that it has committed, together with short details of the
same.
|
|
15.3
|
Notwithstanding
Clause 12.2 and Clause 13.2:
|
24
|
|
(a)
|
if
there occurs at any time an Event of Default by CME ME, the Top Tone
Parties may exercise the Put as if the Event of Default occurred after the
fifth anniversary of the date of this
Agreement;
|
|
|
(b)
|
if
there occurs at any time an Event of Default by Top Tone Holdings or
Equip, CME ME may exercise the Call as if the Event of Default occurred
after the fifth anniversary of the date of this
Agreement;
|
|
|
(c)
|
if
there occurs at any time an Event of Default (or any material breach of
this Agreement which would constitute an Event of Default with the passing
of time and/or the giving of notice) by Top Tone Holdings or Equip, the
Put shall not be exercisable until such time as the Event of Default has
been remedied to the reasonable satisfaction of CME ME (acting
reasonably); and
|
|
|
(d)
|
if
there occurs at any time an Event of Default (or any material breach of
this Agreement which would constitute an Event of Default with the passing
of time and/or the giving of notice) by CME ME, the Call shall not be
exercisable until such time as the Event of Default has been remedied to
the reasonable satisfaction of the Top Tone Parties or Top Tone Holdings,
as applicable (acting reasonably).
|
|
16
|
Termination
and Consequences of Termination
|
|
16.1
|
Except
for the provisions which this Clause states shall continue in full force
after termination, this Agreement shall
terminate:
|
|
|
(a)
|
in
respect of any Party, when such Party ceases to hold any Ownership
Interest; or
|
|
|
(b)
|
when
a resolution is passed by shareholders or creditors or an order made by a
court or other competent body or person instituting a process that shall
lead to Top Tone Media and Zopal being wound up and its assets being
distributed among the creditors, shareholders or other contributors of Top
Tone Media and Zopal.
|
|
16.2
|
This
Clause and Clauses 18 and 21, and the rights of the Parties in respect of
antecedent breaches, shall survive termination of this
Agreement.
|
|
17
|
Additional
Undertakings
|
|
17.1
|
The
Parties shall use their reasonable endeavours to assist any entity of the
TV2 Group with the renewal or receipt of program, broadcasting and any
other material licenses and approvals required by the TV2 Group in order
to enable it to conduct its business efficiently and in accordance with
applicable law.
|
|
17.2
|
In
the event CME ME invests or intends to invest in broadcasting assets in
Bulgaria outside of the TV2 Group Business and LGC Group Business and does
not intend to hold such investments through Top Tone Media or Zopal, it
shall notify the Top Tone Parties of such investment or intended
investment. The Top Tone Parties may offer to participate in
such investment either directly or through an Affiliate on such terms as
may be agreed by the Parties. CME ME may in its absolute
discretion decline such offer, but it shall consider such offers as are
made acting reasonably.
|
25
|
17.3
|
The
Parties shall not recommend or facilitate the making of, or cause or
permit any member of the TV2 Group or any of its respective officers,
employees, directors, representatives, agents or Affiliates to make, or to
offer, promise, or authorize to make, in each case, directly or
indirectly, any unlawful payments or payments or other inducements to any
government official, including any officer, director or other official
representative of an entity owned or controlled by a government, with the
intent or purpose of:
|
|
|
(a)
|
influencing
any act or decision of such person in his official
capacity;
|
|
|
(b)
|
inducing
such person to do or omit to do any act in violation of the lawful duty of
such person;
|
|
|
(c)
|
inducing
such person to use his influence with a government or instrumentality
thereof to affect or influence any act or decision of such government or
instrumentality; or
|
|
|
(d)
|
assisting
the TV2 Group or any of its respective officers, employees, directors,
representatives or agents in obtaining or retaining business for or with,
or directing business to the TV2 Group or any of its respective officers,
employees, directors, representatives or
agents.
|
|
17.4
|
The
Parties undertake to amend this Agreement to the extent required to give
effect to the provisions of this Agreement in the event of a Top Tone
Group Transfer or any other restructuring permitted
hereunder.
|
|
18
|
Trade
Restrictions
|
|
18.1
|
Each
of Top Tone Holdings and Equip hereby jointly and severally undertakes and
covenants with CME ME that it shall not, and shall procure that its
Affiliates shall not, for the duration of this Agreement and for a period
of two years after its termination, either on its own behalf or in any
other capacity whatsoever directly or indirectly carry on or be concerned
or engaged or interested directly or indirectly (whether as principal,
shareholder, partner, employee, officer, agent or otherwise) in any part
of any trade or business competing with any part of any the trade or
business of the TV2 Group (save for any interest in the shares or other
securities of a company traded on a securities market so long as such
interest does not extend to more than 3% of the issued share capital of
the company or the class of securities concerned or as disclosed in
writing to CME ME on the Execution Date of the
MSPA).
|
|
18.2
|
Each
of Top Tone Holdings and Equip hereby jointly and severally hereby
undertakes and covenants with CME ME that it shall not, and shall procure
that its Affiliates shall not, for a period of two years after the
termination of this Agreement, either on its own behalf or in any other
capacity whatsoever directly or
indirectly:
|
26
|
18.2.1
|
deal
with, solicit, approach or offer goods or services to, for purposes of
enticing away from CME ME and/or the TV2 Group, any person, firm or
company who was a client, customer, supplier, agent or distributor of CME
ME, its Affiliates and/or the TV2 Group during the term of this Agreement
or in the twelve (12) months prior to the date of this Agreement;
or
|
|
18.2.2
|
approach,
solicit, entice away or endeavour to entice away, employ, offer employment
to or procure the employment of any person who is or was an employee of
CME ME, its Affiliates or TV2 Group whether or not such person would
commit any breach of his contract of employment by reason of so leaving
the service of CME ME or the TV2 Group or otherwise;
or
|
|
18.2.3
|
interfere
or seek to interfere with the continuance, or any of the terms, of the
supply of goods or services to CME ME, its Affiliates or the TV2 Group;
or
|
|
18.2.4
|
represent
itself as being in any way connected with or interested in the business of
CME ME, its Affiliates and/or the TV2 Group (other than as a consultant if
such be the case) or use any name which is identical or similar to or
likely to be confused with the name of CME ME, its Affiliates and/or the
TV2 Group or any product or service produced or provided by CME ME, its
Affiliates and/or the TV2 Group or which might suggest a connection with
CME ME, its Affiliates and/or the TV2
Group.
|
|
18.3
|
Each
of the restrictions contained in Clauses 18.1, 18.2.1, 18.2.2, 18.2.3 and
18.2.4 is separate and distinct and is to be construed separately from the
other such restrictions. Each of Top Tone Holdings and Equip
hereby jointly and severally acknowledges (having received professional
advice) that it considers such restrictions to be reasonable both
individually and in the aggregate and that the duration, extent and
application of each of such restrictions is no greater than is necessary
for the protection of the goodwill of the businesses of the TV2
Group.
|
|
19
|
Acknowledgement
|
The
Parties acknowledge that the companies of the TV2 Group are subsidiaries of a
U.S. reporting company and as such are required to comply with certain U.S.
securities, anti-money laundering, anti-corruption and other laws applicable to
it or its ultimate parent. The Parties shall procure that the TV2
Group complies with such requirements.
|
20
|
Status
of Agreement and Effect
|
|
20.1
|
Each
Party shall, to the extent that it is able to do so, exercise all its
Voting Rights and other powers in relation to Top Tone Media, Zopal, the
TV2 Group Business and the LGC Group Business to procure that the
provisions of this Agreement are properly and promptly observed and given
full force and effect.
|
27
|
20.2
|
If
any provision in the foundation act, by-laws, memorandum or articles of
association of Top Tone Media, Xxxxx, XX0, Top Tone BG, LGC or Ring TV
conflicts with any provision of this Agreement, this Agreement shall
prevail.
|
|
20.3
|
The
Parties shall, when necessary, exercise their Voting Rights and any other
rights and powers they have to amend, waive or suspend any conflicting
provision in the foundation act, by-laws, memorandum or articles of
association of Top Tone Media, Xxxxx, XX0, Top Tone BG, LGC or Ring TV to
the extent necessary to permit the TV2 Group Business or the LGC Group
Business to be administered as provided in this
Agreement.
|
|
21
|
Confidentiality
|
|
21.1
|
No
Party shall divulge or communicate to any person (other than those of its
shareholders, directors, employees and professional advisers whose
province it is to know the same) or use or exploit for any reason
whatsoever this Agreement or the matters contemplated hereby or the
information disclosed by either Party to the other Party, and shall use
its reasonable endeavours to prevent its employees from so
acting.
|
|
21.2
|
Notwithstanding
the provisions of Clause 21.1, any Party may make an announcement or
disclosure concerning this
Agreement:
|
|
|
(a)
|
if
required by law or any requirement of any securities exchange or
regulatory or governmental body to which that Party is subject, wherever
situated, whether or not the requirement has the force of law,
or
|
|
|
(b)
|
to
a Party's or its Affiliates' directors, officers, employees, professional
advisers, counsel, rating agencies, and lenders or other providers of
funds (a) who are directly concerned with this Agreement or any related
arrangements or transactions, (b) whose knowledge of such information is
reasonably necessary; and (c) who by its position or otherwise is under a
duty to observe confidentiality in dealing with this Agreement and such
related arrangements or otherwise must comply with the provisions of this
Agreement in respect of
confidentiality.
|
|
21.3
|
The
restrictions contained in this Clause 21 shall continue to apply for a
period of three (3) years following the expiration or termination of this
Agreement.
|
|
22
|
Notices
|
|
22.1
|
Any
notice or other communication to be given under this Agreement shall be in
writing, in the English language, and shall be deemed to have been duly
given to a Party:
|
|
|
(a)
|
on
receipt, when delivered personally;
|
|
|
(b)
|
on
the next following Business Day following being transmitted by facsimile
with suitable proof of transmission;
or
|
28
|
|
(c)
|
three
Business Days following being sent by an international courier
service.
|
|
22.2
|
For
purposes of this Clause, the authorized address and facsimile details of
the Parties shall be as follows:
|
if
to CME ME:
Xxx
0X
Xxxxx Xxx
Xxxxxx
0xx
Xxxxx
XX 0000
Xxxxxxxxx
The
Netherlands
Attn:
Managing Director
Tel.: +
00 00 000 0000
Fax: + 00
00 000 0000
with a
copy to:
Central
European Media Enterprises
00
Xxxxxxx
Xxxxxx
XX0X 0XX
Xxxxxx
Xxxxxxx
Attn:
General Counsel
Tel.: +
00 000 000 0000
Fax: + 00
000 000 0000
if
to Top Tone Holdings:
OCRA
(Isle of Man) Limited
Grosvenor
Court
Tower
Street
Xxxxxx
Isle of
Man IM8 1JA
British
Isles
Attn: Mr.
Xxxxxxx Xxxxx
Tel.: x00
0000 000000
Fax: x00
0000 000000
with a
copy to:
Xxx.
Xxxxxxxx Xxxxxxxx
00, Xx.
Xxxxxx Xxxxx Xxx.
0000
Xxxxx
Xxxxxxxx
29
Tel.: +
000 0 000 0000
Fax: +
000 0 000 0000
if
to Equip:
OCRA
(Isle of Man) Limited
Grosvenor
Court
Tower
Street
Ramsey
Isle of
Man IM8 1JA
British
Isles
Attn: Mr.
Xxxxxxx Xxxxx
Tel.: x00
0000 000000
Fax: x00
0000 000000
with a
copy to:
Xxx.
Xxxxxxxx Xxxxxxxx
00, Xx.
Xxxxxx Xxxxx Xxx.
0000
Xxxxx
Xxxxxxxx
Tel.: +
000 0 000 0000
Fax: +
000 0 000 0000
or such
other address as such Party may notify to the other in writing from time to time
in accordance with the requirements of this Section, such notice to be effective
five Business Days after the date of such notice or following such longer period
as may be set out in such notice.
|
22.3
|
Any
notice given under this Agreement outside Working Hours of the place to
which it is addressed shall be deemed not to have been given until the
start of the next period of Working Hours in such
place.
|
|
23
|
Entire
Agreement
|
|
23.1
|
This
Agreement constitutes the whole agreement between the Parties and
supersedes any arrangements, understanding or previous agreement between
them relating to the subject matter to which it
relates.
|
|
23.2
|
Each
Party acknowledges that in entering into this Agreement, it does not rely
on, and shall have no remedy in respect of, any statement, representation,
assurance or warranty of any person other than as expressly set out in
this Agreement.
|
|
23.3
|
Nothing
in this Clause 23 operates to limit or exclude any liability for
fraud.
|
30
|
24
|
Third
Party Rights
|
No person
who is not a Party to this Agreement shall have any rights under the Contracts
(Rights of Third Parties) Xxx 0000 to enforce a term of this
Agreement.
|
25
|
Amendments
|
This
Agreement may be amended or modified only if in writing (including a written
document evidenced by a facsimile transmission) and signed by each of the
Parties.
|
26
|
Waiver
|
|
26.1
|
The
single or partial exercise of any right, power or remedy provided by law
or under this Agreement shall not preclude any other or further exercise
of it or the exercise of any other right, power or
remedy.
|
|
26.2
|
None
of the terms of this Agreement may be waived except by an instrument in
writing duly executed by the waiving
Party.
|
|
27
|
Costs
and Expenses
|
Except as
specified herein, each Party shall be liable for its own costs and expenses in
relation to the negotiation, preparation, execution and carrying into effect of
this Agreement.
|
28
|
Assignment
|
The
provisions of this Agreement shall be binding upon and shall inure to the
benefit of the Parties and their respective successors and permitted
assigns. No Party may assign its rights (or, for the avoidance of
doubt, its obligations) under this Agreement without the express written consent
of the other Party, which shall not be unreasonably withheld or
delayed.
|
29
|
No
Partnership
|
This
Agreement does not create or imply any partnership between the Parties and there
is no relationship of principal and agent between them.
|
30
|
Severability
|
If any
provision of this Agreement (or of any document referred to herein) is held to
be illegal, invalid or unenforceable in whole or in part, the legality, validity
and enforceability of the remaining provisions of this Agreement (or such other
document) shall not in any way be affected or impaired thereby. If
any provision or part of this Agreement (or any document referred to herein) is
held to be illegal, invalid or unenforceable, then the Parties shall use
reasonable endeavours to the fullest extent permitted by law to amend the terms
of this Agreement (or such other document) to give effect to the transactions
contemplated hereby, and if any invalid, unenforceable or illegal provision
would be valid, enforceable or legal if some part of it were deleted or
modified, the provision shall apply with whatever modification is necessary to
give effect to the commercial intention of the Parties.
31
|
31
|
Further
Assurance
|
Each of
the Parties shall, at the request of any other Party, do or, so far as each is
able procure, the doing of all such acts and/or execute or procure the execution
of all such documents in a form satisfactory to such other Party concerned as
they may reasonably consider necessary for giving full effect to this Agreement
and securing to such other Party the full benefit of the rights, powers and
remedies conferred upon them in this Agreement.
|
32
|
Counterparts
|
This
Agreement may be executed in any number of counterparts, each of which is an
original and which together have the same effect as if each Party had signed the
same document, provided that each Party executes at least one
counterpart.
|
33
|
Governing
Law and Jurisdiction
|
This
Agreement shall be governed by and construed in accordance with the laws of
England.
|
34
|
Dispute
Resolution
|
|
34.1
|
Any
disputes, claims or controversy arising out of or related to this
Agreement, including any question as to its formation, validity,
interpretation or termination, which cannot be resolved by negotiations
between the Parties shall be settled by arbitration on an ad hoc basis in
accordance with the Rules of the London Court of International
Arbitration, which are deemed to be incorporated by reference into this
Clause 34, except to the extent modified by this Clause 34. The
tribunal shall consist of three arbitrators. CME ME shall nominate one
arbitrator, the Top Tone Parties shall jointly nominate one arbitrator and
the third arbitrator shall be appointed by the two arbitrators nominated
by the Parties. Any Party shall have the right to initiate the
proceedings.
|
|
34.2
|
The
seat of the arbitration shall be London, England. The language
of the arbitration shall be English, except that any party to the
arbitration may submit testimony or documentary evidence in Bulgarian,
whereupon it shall also furnish a certified translation or interpretation
of any such evidence into English.
|
|
34.3
|
If
any dispute arising out of or relating to this Agreement (hereinafter
referred to as a "Related
Dispute") raises issues which are substantially the same as or
connected with issues raised in another dispute which has already been
referred to arbitration under this Agreement or another Transaction
Document (an "Existing
Dispute"), the tribunal appointed or to be appointed in respect of
any such Existing Dispute shall also be appointed as the tribunal in
respect of any such Related Dispute. Where, pursuant to the
foregoing provisions, the same tribunal has been appointed in relation to
two or more disputes, the tribunal may, with the agreement of all the
parties concerned or upon the application of one of the parties, being a
party to each of the disputes, order that the whole or part of the matters
at issue shall be heard together upon such terms or conditions as the
tribunal thinks fit. The tribunal shall have power to make such
directions and any interim or partial award as it considers just and
desirable.
|
32
|
34.4
|
The
Parties agree that money damages would not be a sufficient remedy for any
breach of this Agreement by Top Tone Holdings and/or Equip and that in
addition to all other remedies, CME shall be entitled to specific
performance and to injunctive or other equitable relief as remedies for
any such breach or threatened breach of this Agreement by Top Tone
Holdings and/or Equip without proof of actual damages. The
Parties agree not to oppose the granting of such relief, and to waive, and
to use their best efforts to cause any Affiliate to waive, any requirement
for the securing or posting of any bond in connection with such
remedy.
|
33
IN WITNESS WHEREOF, the
Parties have duly executed this Agreement as a deed on the date first written
above.
EXECUTED and DELIVERED as a DEED
by
CME
MEDIA ENTERPRISES B.V.
|
acting
by Pan-Invest B.V, represented by Xxxxx Booster
|
/s/
Xxxxx Booster
|
|
|
in
the presence of:
|
||
|
/s/
Emilie de Waard
|
||
|
Signature
of Witness
|
Name of
Witness: Emilie de Waard
Occupation
of Witness: Secretary
|
Address
of Witness:
|
Xxxxxxx Xxxxxxxxxxxx
00
|
|
|
0000
XX Xxxxxxxxx
|
||
|
Xxx
Xxxxxxxxxxx
|
|
and
A.N.G. van Spaendonck
|
/s/
Xxxxxxx van Spaendonck
|
|
|
in
the presence of:
|
||
|
/s/ Xxxxx xxx
Xxxx
|
||
|
Signature
of
Witness
|
Name of
Witness: Xxxxx xxx Xxxx
Occupation
of Witness: Secretary
|
Address
of Witness:
|
Xxxx xxx
Xxxxx Xxxxxx 00
|
|
|
0000
XX Delfgauw
|
||
|
The
Netherlands
|
EXECUTED and DELIVERED as a DEED by
|
XXXXXXXX
XXXXXXX BROUSSARSKI
|
/s/
Xxxxxxxx
Broussarski
|
acting as
attorney for
TOP TONE MEDIA HOLDINGS
LIMITED
under a
power of attorney dated 10th July
2008
in the
presence of:
|
/s/ Xxxxxx
Xxxxxxx
|
||
|
Signature
of
Witness
|
34
Name of
Witness: Xxxxxx Xxxxxxxxxx Ivanova
Occupation
of Witness: Attorney at Law
|
Address of
Witness:
|
5th
floor, Office 510
|
|
|
20
Xxxxxxxx Xxxxxx Qurrie
|
||
|
0000
Xxxxx, Xxxxxx
|
||
|
Xxxxxxxx
|
EXECUTED and DELIVERED as a DEED by
|
XXXXXXXX
XXXXXXXX FILIPOVA
|
/s/ Xxxxxxxx
Xxxxxxxx
|
acting as
attorney for
TOP TONE MEDIA HOLDINGS
LIMITED
under a
power of attorney dated 10th July
2008
in the
presence of:
|
/s/ Xxxxxx Xxxxxxx
|
||
|
Signature
of Witness
|
Name of
Witness: Xxxxxx Xxxxxxxxxx Ivanova
Occupation
of Witness: Attorney at Law
|
Address of
Witness:
|
5th
floor, Office 510
|
|
|
20
Xxxxxxxx Xxxxxx Qurrie
|
||
|
0000
Xxxxx, Xxxxxx
|
||
|
Xxxxxxxx
|
EXECUTED and DELIVERED as a DEED by
|
XXXXXX
XXXXXXXX FILIPOVA
|
/s/ Xxxxxxxx
Xxxxxxxx
|
acting as
attorney for
EQUIP
LIMITED
under a
power of attorney dated 28th July 2008
in the
presence of:
|
/s/
Xxxxxx
Xxxxxxx
|
||
|
Signature
of Witness
|
Name of
Witness: Xxxxxx Xxxxxxxxxx Ivanova
Occupation
of Witness: Attorney at Law
|
Address of
Witness:
|
5th
floor, Office 510
|
|
|
20
Xxxxxxxx Xxxxxx Qurrie
|
||
|
0000
Xxxxx, Xxxxxx
|
||
|
Xxxxxxxx
|
35
