Conviction/Settlement Clause Samples

Conviction/Settlement. For so long as Vale or any of its Affiliates is a shareholder in any member of the BSGR Guinea Group, if a BSGR Person is convicted of a violation of the Anti-Bribery Laws in relation to an actual or potential ABL Breach or settles a civil or criminal charge or admits to civil or criminal misconduct relating to an actual or potential ABL Breach and Vale acting reasonably and in good faith considers (after taking advice from external legal counsel) that such conviction, settlement or misconduct constitutes a Material ABL Breach, then, without prejudice to any other available rights or remedies, Vale has the right to notify BSGR that it wishes to sell all (but not less than all) of the Securities held by it and any of its Affiliates (a "