Common use of Minority Shareholders Clause in Contracts

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 Encore Investor elects to purchase all of the Offered Shares pursuant to Section 3.02(a) [***], each Investor agrees to take all necessary or desirable actions within such Investor’s control (and to use its best efforts to cause its Board designees to take all actions within their control (including, in each case, in its, his or her capacity as equityholder, director, member of a Board committee or officer of the Company, Holdings or otherwise, and whether at a regular or special meeting of the Investors or by written consent in lieu of a meeting)) to cause the Company to exercise its rights to acquire the Securities of the Minority Shareholders under clause 16 of the Investment 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.and (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, [***] 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. Table of Contents 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 Encore Investor elects to purchase all of the Offered Shares pursuant to Section 3.02(a) [***], each Investor agrees to take all necessary or desirable actions within such Investor’s control (and to use its best efforts to cause its Board designees to take all actions within their control (including, in each case, in its, his or her capacity as equityholder, director, member of a Board committee or officer of the Company, Holdings or otherwise, and whether at a regular or special meeting of the Investors or by written consent in lieu of a meeting)) to cause the Company to exercise its rights to acquire the Securities of the Minority Shareholders under clause 16 of the Investment Agreement.

Minority Shareholders. (a) Notwithstanding The Minority Shareholders agree that they are holding Shares of the Corporation so that they can participate in an increase in the equity value of the Corporation, but they do not want and do not expect to have any other provision rights as Shareholders of this Agreementthe Corporation, a Transfer of Company Securities (including voting rights, information rights, dissent rights, and governance rights, other than the rights provided under the oppression remedy set out in Section 248 of the Act. If those rights have been removed, the Minority Shareholders acknowledge that they will also not have any oppression rights to an Investor Affiliateenforce those rights that they have willingly relinquished. Accordingly, the Minority Shareholders agree to the following provisions, that remove their rights as defined shareholders other than their right to participate with other Shareholders of the Corporation in any distributions or payments made to Shareholders in respect of their Shares: Each Minority Shareholder shall vote his or her Shares (including signing any written resolution) in favour of any changes to the Articles or By-laws of the Corporation approved by the Board of Directors. Each Minority Shareholder irrevocably appoints the CEO of the Corporation, or another person as may be designated by the Board of Directors (the “Designated Representative”) as the Minority Shareholder’s lawful attorney, with full power of substitution, in the Investment Agreement, or pursuant to clause 16.5 name of the Investment Agreement) shall only be permitted if Minority Shareholder to carry out the provisions of clauses 16 rights, powers and 19 duties of the Investment Agreement have been complied with. If there occurs any Transfer of Company Securities pursuant to Designated Representative set out in this Agreement (whether and the Encore Investor delivers Designated Representative accepts the appointment. This appointment, being coupled with an Exercise Noticeinterest, Default Exercise Notice shall be irrevocable by each of the Minority Shareholders and shall not be revoked by the insolvency, bankruptcy, death, incapacity, dissolution, liquidation or [***] Notice or otherwise) which would constitute a Relevant Investorco Transfer or a Deemed Realisation or if a Deemed Realisation is otherwise to occur, other termination of the Company existence of the Minority Shareholder and each of the Investors shallMinority Shareholders agrees to ratify and confirm all that the attorney may do or cause to be done in accordance with this Agreement. The power of attorney granted in this Section shall not be intended to be a CPOA. The signature of this Agreement shall not terminate any CPOA previously granted by the Minority Shareholder and this power of attorney shall not be terminated by the signature by the Minority Shareholder in the future of a CPOA, 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 Encore Investor elects to purchase all of the Offered Shares pursuant to Section 3.02(a) [***], each Investor Shareholder agrees not to take all necessary or desirable actions within such Investor’s control (and to use its best efforts to cause its Board designees to take all actions within their control (including, any action that results in each case, in its, his or her capacity as equityholder, director, member the termination of a Board committee or officer this power of the Company, Holdings or otherwise, and whether at a regular or special meeting of the Investors or by written consent in lieu of a meeting)) to cause the Company to exercise its rights to acquire the Securities of the Minority Shareholders under clause 16 of the Investment Agreementattorney.