Common use of Interim Arrangements Clause in Contracts

Interim Arrangements. 6.1 Without limitation of provisions of clause 4.3, in order to protect the interests of the Parties in the period starting on the date of this Agreement and ending on the date of termination of this Agreement, each of the Alfa Parties and the Sonera Parties will not, and each of them will procure that their affiliates will not, without the other Party’s prior written consent, enter into any agreement or arrangement (and each of them shall keep the other parties fully informed of any discussion or negotiation as promptly as possible) with any other party with respect to the ownership or control of any direct or indirect right, title or interest in any Operating Company. 6.2 Each of ATT and SHBV agrees that, from and following the Acquisition Date, it shall, and shall cause their respective affiliates to, (i) use their best efforts to ensure as soon as and to the extent reasonably possible after the Acquisition Date that the board of directors of Turkcell consists of 2 (two) candidates each for the Alfa Parties and the Sonera Parties and 3 (three) independent candidates and (ii) exercise their voting or other rights with respect to ownership and management of Turkcell, except as otherwise may be agreed between the parties in writing, to cause TH and Turkcell (a) to conduct its respective business in the ordinary course (including by not selling or transferring Fintur other than as described in this Agreement, subject to compliance with applicable law, including, without limitation, fiduciary obligations) in accordance with present policies and as heretofore conducted, (b) to preserve its respective business organization materially intact, (c) to maintain or renew all existing authorizations necessary to carry out their respective businesses as currently conducted and to comply with all of the terms and conditions thereof, and (d) to declare and pay dividends in accordance with their respective established policies and procedures. Unless otherwise required by applicable law, the Parties shall not, and shall not permit any of their respective affiliates, to take any action that would contradict the purposes of this Agreement.