Minority Interests. When two or more AACS Founders, Adopters, Content Providers, Fellow Content Participants and/or AACS Online Service Providers each have an ownership interest in a third party, where and only so long as each such Founder, Adopter, Fellow Content Participant, Content Provider and/or AACS Online Service Provider owns a voting interest in ownership interests or securities of at least twenty percent (20%) and in aggregate between them own a voting interest in ownership interests or securities of more than fifty percent (50%), then each such Founder, Adopter, Fellow Content Participant, Content Provider and/or AACS Online Service Provider (a “Joint Owner”) shall be considered a Joint Owner of such third party (a “Jointly Owned Party”). Each Joint Owner, with respect to a Jointly Owned Party, shall have the following obligations:
Minority Interests. Prior to the Harbor Contribution, Harbor shall use its reasonable best efforts to acquire, or cause the applicable member of the Harbor Group, as the case may be, to acquire, all of the outstanding Spinco Minority Interest Shares owned by the JV Minority Shareholders, in exchange for, in the sole discretion of Harbor, cash and/or shares of Spinco Common Stock (the number of such shares issued to the JV Minority Shareholders, the “JV Minority Spinco Share Number”). If Harbor shall be unable to acquire any of such Spinco Minority Interest Shares, they shall remain outstanding.
Minority Interests. Except for the Persons identified in Schedule 11.1(e) holding the interests in the Yelmo Group Companies identified on that Schedule, no Person other than RE shall have an equity interest in any Yelmo Group Company and LTM shall have received evidence to that effect satisfactory to it.
Minority Interests. The parties hereto acknowledge and agree that the Contributor does not own all of the membership interests of the Company, and that the payoff of any indebtedness of the Company, and the return and replenishment of the reserve accounts as set forth above shall take the same into account.
Minority Interests. The Company shall have acquired for no consideration the equity interests in its Subsidiaries held by each of the Persons listed in Section 4.16 of the Company Disclosure Letter, in each case on terms and conditions satisfactory to the Purchaser, acting reasonably.
Minority Interests. Except as set forth in Section 5.5 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries owns any capital stock or other equity interests (or any securities convertible into or exercisable or exchangeable for, or option or other rights to acquire, any capital stock or other equity interest in) any other Person.
Minority Interests. For the years ended December 31, 2008 and 2007, the Company has recorded minority interest expense of $80 and income of $82, respectively. Total minority interest obligations as of December 31, 2008 were $0 as the Company exercised its option to purchase the minority interest in its Italian subsidiary in the fourth quarter of 2008. Total minority interest obligations as of December 31, 2007 of $287 have been recorded as a component of other long-term liabilities. Minority shareholders held 10% of certain of the Company’s South African and Italian subsidiaries at the beginning of 2006. During the second quarter of 2006, the Company purchased the 10% minority interests in its two South African subsidiaries for approximately $3,954. Goodwill of $1,899 was recorded in connection with applying purchase accounting to this transaction. During the fourth quarter of 2008, the Company purchased the 10% minority interest in its Italian subsidiary for approximately $838. Goodwill of $609 was recorded in connection with applying purchase accounting to this transaction. The agreement with minority shareholders of the Italian subsidiary included provisions that would have allowed the minority shareholders to put their ownership in the entity back to the Company or, conversely, provided the Company a call option to purchase the outstanding minority interests. The put and call option for the minority interest in the Italian subsidiary would have expired on December 31, 2010. The purchase price of the option was determined using a specific formula outlined in the shareholder agreement. Table of Contents THERMADYNE HOLDINGS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Minority Interests. Within sixty (60) days after the Closing, Buyer will offer to purchase the outstanding shares of minority interests in the APC Subsidiaries outstanding as of the Closing Date at a price calculated in accordance with the applicable formula in the respective buy-sell agreements entered into by such minority shareholders; provided that, Buyer, may, in its sole discretion, determine whether to make such an offer to the minority shareholder(s), if any, of Lees Xxxxxxx Xxxry (Holdings), Ltd. In the event that any holder of minority interests in the APC Subsidiaries elects not to sell its minority shares to Buyer, Buyer shall have no further obligation with respect to such minority shareholders under this Agreement, except as otherwise provided.