Bankruptcy, Restructuring and Composition Clause Samples

Bankruptcy, Restructuring and Composition. 9.8.1 The Parties mutually agree that if the Target Company intends to file a petition for bankruptcy and liquidation, restructuring or composition with the people’s court pursuant to the Bankruptcy Law of the People’s Republic of China and other relevant laws and regulations prevailing in the PRC, the proposed petition must be presented for consideration at a general meeting of shareholders of the Target Company and shall be approved only by an affirmative vote of at least two thirds (2/3) of the voting rights held or represented by the participants (including the Investor or its representative) at the meeting. 9.8.2 The Parties mutually agree that after said petition has been accepted by the people’s court, any such plan and/or agreement which concerns the interests of the shareholders of the Target Company must be presented for consideration at a general meeting of shareholders of the Target Company and shall be approved only by an affirmative vote of at least two thirds (2/3) of the voting rights held or represented by the participants (including the Investor or its representative) at the meeting. 9.8.3 In the event that the shareholding ratio by the Investor in the Target Company decreases because of the Target Company entering into bankruptcy & liquidation, or restructuring, or composition with its creditors (other than any increase in the registered capital of the Target Company with prior written permission of the Investor), the controlling shareholders and the Actual Controllers of the Target Company shall make compensation in cash to the Investor in an amount equal to the greater of: (1) the Guaranteed Minimum Return on Investment minus that portion of the Investment Amount which corresponds to the remaining shares the Investor holds in the Target Company; and (2) the product of multiplying the net asset value of the Target Company by the decrease in the shareholding ratio by the Investor in the Target Company due to the Target Company entering into bankruptcy & liquidation, or restructuring, or composition with its creditors, wherein the net asset value of the Target Company will be determined by an accounting firm acceptable to the Investor upon audit.