Exhibit 10.11
CME MEDIA ENTERPRISES
B.V.
and
TOP TONE MEDIA HOLDINGS
LIMITED
and
EQUIP LIMITED
_________________________________________________
TV2 GROUP SHAREHOLDERS
AGREEMENT
_________________________________________________
July 28, 2008
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1
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Definitions and
Interpretation
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2
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Warranties
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3
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The Business of
the TV2 Group
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4
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Board
Appointments
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5
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Board
Meetings
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6
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Board
Authority
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7
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Further
Undertaking
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8
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The Annual
Budget
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9
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Minority
Rights
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10
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Transfer of
Ownership Interests
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11
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Tag Along
Right
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12
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Put
Option
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13
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Call
Option
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14
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Provision
Relating to Transfers
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15
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Events of
Default
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16
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Termination and
Consequences of Termination
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17
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Additional
Undertakings
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18
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Trade
Restrictions
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19
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Acknowledgement
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20
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Status of
Agreement and Effect
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21
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Confidentiality
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22
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Notices
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23
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Entire
Agreement
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24
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Third Party
Rights
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25
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Amendments
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26
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Waiver
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27
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Costs and
Expenses
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28
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Assignment
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29
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No
Partnership
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30
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Severability
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31
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Further
Assurance
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32
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Counterparts
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33
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Governing Law
and Jurisdiction
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34
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Dispute
Resolution
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THIS TV2
GROUP SHAREHOLDERS AGREEMENT (this " Agreement ") is made on July 28,
2008
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CME MEDIA
ENTERPRISES B.V., a
company organized under the laws of the Netherlands, and having its
seat at Dam 5b, JS 1012 Amsterdam, the Netherlands (" CME ME
");
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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 3 rd Floor, Omar Hodge Building, Wickhams Cay I, P.O.
Box 362, Road Town, Tortola, British Virgin Islands (" Top Tone
Holdings "); and
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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 Chambers, P.O. Box 146, Road Town, Tortola, British Virgin
Islands (" Equip ", together with Top Tone Holdings, the "
Top Tone Parties ")
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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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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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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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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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Definitions and
Interpretation
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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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has the meaning given thereto in Clause 10.1
(b);
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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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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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has the meaning given thereto in Clause
8.1;
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means the Top Tone Media Board of Directors or
the Zopal Board of Directors, as applicable;
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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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has the meaning given thereto in Clause
13;
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has the meaning given thereto in Clause
13.3(c);
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has the meaning given thereto in Clause
13.3;
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means an amount equal to the
Valuation;
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has the meaning given thereto in Clause
13.1;
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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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means the consultancy deed entered into on or
around the date of this Agreement;
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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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has the meaning given thereto in Clause
10.1(e);
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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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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 Belomorski
Prohod Str., Block 2, 1 st Floor, App 2, Lozenets Region, Sofia, Republic
of Bulgaria;
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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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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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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 27 Tsarigradsko Shosse Blvd., Sredets Region, Sofia,
Republic of Bulgaria;
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means the supervisory board of Ring
TV;
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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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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 17 Voyvodina Mogila Str., Ovcha Kupel Region, Sofia,
Republic of Bulgaria and a wholly owned subsidiary of
TV2;
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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 Rue Aldringen no. 19, Luxembourg
L-1118;
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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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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 2
Tsanko Tserkovski Str., Lozenets Region, 1407 Sofia, Republic of
Bulgaria;
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means Top Tone Media and Zopal and their
respective subsidiaries;
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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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means the supervisory committee of
TV2;
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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 "),
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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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(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 "
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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 Aldringen no. 19, Luxembourg L-1118;
and
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means in respect of Zopal, collectively the
directors appointed thereto from time to time in accordance with
the terms hereof.
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In construing
this Agreement, unless otherwise specified:
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references to
Clauses and Schedules are to clauses of, and schedules to, this
Agreement;
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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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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;
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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);
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references to
time are to Central European Time;
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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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headings,
recitals and titles are for convenience only and do not affect the
interpretation of this Agreement;
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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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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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Each Party
warrants to the each other Party that:
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it has full
power, authority and right to enter into and carry out its
obligations hereunder;
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this Agreement
constitutes its valid and legally binding obligations;
and
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the entry into
and performance by it of this Agreement and the transactions
contemplated by this Agreement do not and will not conflict
with:
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any law or
regulation or judicial or other order;
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its
constitutional documents; or
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any document
which is binding on it or on any of its assets.
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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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The Business of the TV2
Group
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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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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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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.
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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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The Top Tone
Media Board of Directors shall consist of three
directors.
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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.
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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:
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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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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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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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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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a decision to
issue any shares in Top Tone Media other than as permitted pursuant
to Clause 9.2.
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CME ME and Top
Tone Holdings agree and shall procure that Zopal shall have a Board
of Directors as follows:
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The Zopal Board
of Directors shall consist of three directors.
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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.
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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:
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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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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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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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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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a decision to
issue any shares in Zopal other than as permitted pursuant to
Clause 9.2.
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CME ME and Top
Tone Parties agree and shall procure that TV2 shall have a TV2
Supervisory Committee as follows:
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The TV2
Supervisory Committee shall consist of three members.
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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.
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Decisions of
the TV2 Supervisory Committee will be taken by simple majority vote
except as expressly provided herein.
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CME ME and the
Top Tone Parties agree and shall procure that TV2 shall have an
executive committee as follows:
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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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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.
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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.
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The appointment
and removal of the members of the Top Tone BG executive committee
shall be approved by the TV2 Supervisory Committee.
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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.
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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.
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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:
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The LGC
Supervisory Committee and the Ring TV Supervisory Board shall each
consist of three members.
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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.
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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.
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CME ME and Top
Tone Holdings agree and shall procure that each of LGC and Ring TV
shall have an executive committee as follows:
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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.
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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.
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The appointment
and removal of the members of the Ring TV Supervisory Board and
management board shall be approved by the LGC Supervisory
Committee.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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The General
Director or Finance Director of TV2, LGC or Ring TV, as applicable,
may call an extraordinary meeting of the relevant Supervisory
Committee.
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Meetings of a
Supervisory Committee or a Board of Directors, as the case may be,
shall be convened and held as follows:
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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;
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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;
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alternate
members may participate in meetings of a Supervisory Committee on
behalf of duly appointed members in their absence;
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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
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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.
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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.
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The authority
of the Supervisory Committee of TV2 and LGC shall include the right
to:
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approve the
five-year plan and any amendments thereto for TV2 or, as the case
may be, LGC;
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approve the
Annual Budget and expenditures in excess of the Annual Budget for
TV2 or, as the case may be, LGC;
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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;
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approve the
appointment or removal of the other members of the executive
committees of TV2 or LGC, as applicable;
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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);
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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;
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approve
expenditures in excess of US$250,000 (or its equivalent) for TV2
or, as the case may be, LGC or their respective
subsidiaries;
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approve any
decision to borrow or lend money by TV2 or, as the case may be, LGC
or their respective subsidiaries;
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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
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