Minority Shareholders Clause Samples

Minority Shareholders. Minority Shareholders" shall have the meaning specified in SECTION 2.30 of the Agreement.

Minority Shareholders. Claims by any Person who was a shareholder of the Company prior to the Effective Time, including the Minority Shareholders, or any other Person claiming to be entitled to any consideration or other payment arising out of or relating to or as a consequence of the transactions contemplated by this Agreement, including any statutory appraisal rights.

Minority Shareholders. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Seller’s Interest and the other items sold hereby, will not trigger any dissenters rights of any minority shareholders from the Purchaser.

Minority Shareholders. The Company, Buyer, McGa▇▇▇, ▇▇d Accu-Fab agree that this Agreement may be executed only by themselves, without Gilmour and with each of the Non-Management Shareholders other than Accu-Fab, (the "Minority Shareholders"), executing a "Non-Management Shareholder's Certification and Release" in lieu of this Agreement; provided further, that this Agreement shall be valid and binding upon the signatories, and the Closing shall occur, whether or not any such Minority Shareholders execute and deliver such Non-Management Shareholder's Certification and Releases. It is further agreed that Buyer may waive the requirement stated in Section 1.6 to this Agreement that a minimum of 90% in interest of the Shares held by the Selling Shareholders execute and deliver this Agreement and tender said minimum 90% of such Shares. * * *

Minority Shareholders. The Company and the Guarantors shall use their best endeavors to procure that Shen Jiankai and Shi Wenmei join the Restated Investors’ Rights Agreement, the Series B Preferred Share Restriction Agreement and the Series B Preferred Right of First Refusal and Co-Sale Right Agreement based on the terms and conditions thereof or to otherwise solve the disputes with them in connection with the issue of Series B-1 Shares, in each case to the satisfaction of the holders of the Series B Preferred Shares, as soon as practicable, but in no event later than six (6) months after the Closing.

Minority Shareholders. Between the date of this Agreement and the Closing Date, the Sellers shall actively assist the Purchaser in soliciting the sale of the Minority Shares from the Minority Shareholders to the Purchaser on the Closing Date. The Purchaser shall be obligated to purchase all Minority Shares offered for sale by the Minority Shareholders on terms and conditions which in substance correspond to those of the Draft Minority Sellers’ Agreement.

Minority Shareholders. (a) Notwithstanding any other provision of this Agreement, a Transfer of Company Securities (other than to an Investor Affiliate, as defined in the Investment Agreement, or pursuant to clause 16.5 of the Investment Agreement) shall only be permitted if the provisions of clauses 16 and 19 of the Investment Agreement have been complied with. If there occurs any Transfer of Company Securities pursuant to this Agreement (whether the Encore Investor delivers an Exercise Notice, Default Exercise Notice or [***] Notice or otherwise) which would constitute a Relevant Investorco Transfer or a Deemed Realisation or if a Deemed Realisation is otherwise to occur, the Company and each of the Investors shall, and the Investors shall, to the extent they are able, procure that the Company shall, comply with its obligations under clauses 16.2 to 16.4 (inclusive) of the Investment Agreement. (b) Any cash consideration payable to the JCF Investor on completion of a Transfer of Company Securities pursuant to this Agreement from the JCF Investor to the Encore Investor (whether as a result of the Encore Investor delivering an Exercise Notice, Default Exercise Notice or [***] Notice or otherwise) shall, if: (i) the Transfer is a Relevant Investorco Transfer; and [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (ii) either: (A) the Company has made an offer to acquire all the Minority Shareholders’ Securities in accordance with clauses 16.2.2 or 16.4 of the Investment Agreement which has been accepted by some or all of the Minority Shareholders; or (B) the Company has exercised its right to acquire all of the Minority Shareholders’ Securities under clause 16.3 of the Investment Agreement, be reduced by the amount by which the amount payable by the Company to the relevant C Shareholders pursuant to clause 16 of the Investment Agreement as a result of such Transfer of Company Securities exceeds the amount that would be payable by the Company to the relevant C Shareholders pursuant to clause 16 of the Investment Agreement as a result of such Transfer had the deemed cash receipt under paragraph 2.3.1 of schedule 6 of the Investment Agreement (and/or the equivalent provisions of the articles of association of Holdings) been disregarded and excluded from any calculations pursuant to clause 16 of the Investment Agreement. (c) If the Enc...

Minority Shareholders. For the purposes of conferring to JJHovis and Steinbauer such minority rights as provided for in the GmbHG and as f▇▇▇▇▇▇ ▇▇▇ted in Schedule "B" hereto ("Minority Rights"), JJHovis and Steinbauer shall, until the conclusion of the Earn In Period, be deem▇▇ ▇▇ ▇▇▇ such percentage of Capital as would be required to exercise any of the Minority Rights, despite any scenario in which the earn in of Capital pursuant to Schedule "A" to the Investment and Restructuring Agreement has not yet been effected. For greater certainty, the conferring of the Minority Rights shall not be deemed to confer any additional voting rights or rights to dividends other than resulting from the actual Capital owned by JJHovis and/or Steinbauer.

Minority Shareholders. ‌ (a) The following resolutions by the Supervisory Board shall require the prior approval of the Supervisory Board with the affirmative vote of at least one of the Designated Independent Non-Executives: (i) issuing additional shares in the capital of the Company for cash without offering pre-emption rights to minority shareholders in the Company; (ii) agreeing and entering into a related party transaction between the Offeror on the one hand and any member of the Group on the other hand or any other agreement, in each case, which is not at arm's length; and (iii) the proposal to the general meeting of shareholders of the Company of any other resolution which disproportionally prejudices the value of, or the rights relating to, the shares held by the minority shareholders in the Company.