Minority Protection Clause Samples
The Minority Protection clause is designed to safeguard the interests of minority shareholders or stakeholders within a company or organization. It typically grants certain rights or veto powers to minority holders, such as requiring their consent for major decisions like mergers, amendments to key agreements, or the issuance of new shares. By doing so, this clause prevents the majority from unilaterally making decisions that could adversely affect the minority, ensuring fair treatment and protecting against potential abuse of power.
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Minority Protection. Notwithstanding anything contained in this Agreement or any Warrant to the contrary, prior to September 30, 2015 (as such date may be extended by Cibus with the approval of Cibus’ Board of Directors in its sole discretion from time to time, the “Minority Protection Outside Date”), (a) the maximum Participation Rate attributable to the Warrant Purchase Consideration issued to the Major Investors in connection with the sale of Warrants pursuant to this Agreement may not exceed nine percent (9%) (the “Major Investor Cap”); and (b) the maximum Participation Rate attributable to the Warrant Purchase Consideration issued to the Minority Investors in connection with the sale of Warrants pursuant to this Agreement may not exceed one percent (1%) (the “Minority Investor Cap”). After the Minority Protection Outside Date and subject to the provisions of Section 1.3(e), any available Warrant Purchase Consideration may be sold by Cibus to any Investor irrespective of the Major Investor Cap and the Minority Investor Cap, as applicable.
Minority Protection. All provisions of the minority protection in Západoslovenská distribučná stated in Subclauses 3A.2a) to 3A.2g) hereof shall apply as the provisions on the minority protection in VSEH and Subsidiaries of VSEH (while all references to “Západoslovenská distribučná” therein, used independently or as a part of a defined term, are deemed to be references to “VSEH” for purposes of this Clause 3D.2, except that:
Minority Protection. All provisions of the minority protection in Západoslovenská distribučná stated in Subclauses 3A.2a)
Minority Protection the Member who may from time to time hold a minority interest in the exploitation vehicle shall be entitled to appropriate minority protection provisions as are customary in the South African mining industry and as are fair and reasonable to both parties in view of all the circumstances then prevailing.
Minority Protection a) In accordance with the Articles of Association, (i) a meeting of the Board of Directors shall be quorate if a simple majority of members are present, and (ii) the Board of Directors shall pass resolutions at its meetings by a simple majority of votes of present members, except for resolutions of the Board of Directors on certain specific matters that, under the Articles of Association or relevant law at the relevant time, require a higher majority of votes.
b) Notwithstanding Subclause 3.2a) or any provision of the Articles of Association, E.ON is obliged to use all rights permitted to it by law and this Agreement to ensure that no decision is adopted by the Board of Directors unless a nominee of the Ministry is present at the relevant meeting. If neither of the Ministry’s nominees attend at two consecutive duly called meetings of the Board of Directors, the first sentence of this Subclause 3.2b) shall not apply in respect of the second of such meetings.
c) Notwithstanding Subclause 3.2a) or any provision of the Articles of Association, or any Subsidiary’s memorandum of association (“spoločenská zmluva”) foundation agreement (“zakladateľská zmluva”), foundation deed (“zakladateľská listina”), association agreement (“zmluva o združení”), articles of association (“stanovy”) or other similar document, E.ON and the State Party are obliged to use all rights permitted to them by law and this Agreement to ensure that none of the following shall be done unless the matter in question has been approved by a decision of the Board of Directors, and that the decision of the Board of Directors has been approved by a decision of the Supervisory Board, except any Key Subsidiary and its Subsidiaries, to which this Subclause 3.2c) shall not apply, since they are subject to special consents pursuant to Subclauses 3.8c), 3.8d), 3.8e), 3.8f), 3.8g), and 3.8h) and Subclauses 3A.2, 3B.2, 3C.2, 3D.2, 3F.2 and 3G.2 hereof respectively:
(i) the implementation of any investment or transaction, or series of related investments or transactions, by the Company or any Subsidiary, or the execution, by the Company or any Subsidiary, of any document, or series of related documents, under which the expenditure by the Company or Subsidiary, or income to the Company or Subsidiary is, or is likely to be, at variance to that provided for in the Strategic and Business Plan in respect of the relevant investment, transaction, or document, or series thereof, by an amount of more than five (5) mi...
Minority Protection. (a) For so long as any shares of Preferred Stock remain outstanding the Company shall not voluntarily commence any case, proceeding or other action under any existing or future law of any jurisdiction, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to the Company, or seeking to adjudicate the Company a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts or take any actions described in Section 4 of the Certificate of Designation, in all cases, without first obtaining Majority Preferred Approval or such higher vote of Preferred Stockholders as may be required by law and subject to the termination of certain of those approval rights under Section 4(b) of the Certificate of Designation upon the occurrence of an Initial Public Offering.
(b) Pursuant to Section 12(f) of the Certificate of Designation, if the Company provides written notice to the Preferred Stockholders of its intention to take any action for which Majority Preferred Approval is required to be obtained pursuant to Section 4 of the Certificate of Designation and restricts the Holders to twenty (20) Business Days from the giving of the notice to object to such action, then the failure by any Holder to respond to such notice with its objection within such twenty (20) Business Day period shall be deemed a consent by such Holder to the proposed action or actions contained in the Company’s written notice.
(c) Subject to the other provisions herein, PXP shall not, and shall cause its Affiliates not to, acquire any shares of Preferred Stock unless such proposed acquisition receives Majority Preferred Approval.
(d) The Company shall provide written notice to the Preferred Stockholders of its intention to take any action for which Majority Preferred Approval is required to be obtained pursuant to this Section 2.06 which notice shall contain reasonable detail regarding the matter for which approval is being sought and shall include a statement that failure to respond within the time period set forth in this Section 2.06 shall result in a deemed approval of the matters set forth in the notice. The Preferred Stockholders shall then have twenty (20) Business Days from the giving of such notice to object to such action. Failure by any Preferred Stockholder to respond to such notice within such twenty (20) Busi...
Minority Protection. During any period in which the Carlyle ------------------- Affiliates collectively beneficially own shares of capital stock of the Company having 20% or more of the votes that may be cast generally at annual or special meetings of stockholders (a) any contract or transaction between the Company and any Carlyle Affiliate (as defined therein) shall be voidable by the Company unless the board of directors, in good faith, authorizes the contract or transaction by the affirmative vote of a majority of the directors of the Company not elected as directors by the holders of the Convertible Preferred Stock voting as a separate class (the "Non-Preferred Stock Directors"), (b) any acquisition of ----------------------------- capital stock of the Company by any Carlyle Affiliate, the result of which shall cause one or more Carlyle Affiliates to beneficially own, in the aggregate, shares of capital stock in the Company having 75% or more of the votes that may be cast generally at annual or special meetings of stockholders, shall be subject to the prior approval of the Non-Preferred Stock Directors, provided that, for purposes of subparagraphs (a) and (b), the Non-Preferred Stock Directors may be counted in determining the presence of a quorum at a meeting of the board of directors which authorizes the contract or transaction, and (c) no Carlyle Affiliate shall consummate any "going private" transaction (within the meaning of Rule 13e-3 under the Exchange Act) without the prior approval of (i) the board of directors by the affirmative vote of a majority of the Non-Carlyle Preferred Stock Directors and (ii) a majority of the shares of Common Stock held by persons other than Carlyle Affiliates.
Minority Protection. All provisions of the minority protection in Západoslovenská distribučná stated in Subclauses 3A.2a) to 3A.2g) hereof shall apply as the provisions on the minority protection in Východoslovenská energetika and Subsidiaries of Východoslovenská energetika (while all references to “Západoslovenská distribučná” therein, used independently or as a part of a defined term, are deemed to be references to “Východoslovenská energetika” for purposes of this Clause 3D.2, except that:
a) all references to the amounts “three (3) million EUR” in Subclauses 3A.2c)(i), 3A.2c)(v) and 3A.2c)(vi) are deemed, for purpose of Východoslovenská energetika, to be the references to the amounts “five (5) million EUR”; and
b) Subclauses 3A.2c)(v) and 3A.2c)(vi) shall shall not apply for purpose of Východoslovenská energetika, which means that no decisions of the Supervisory Board of Východoslovenská energetika on approval of the matters stated therein are required.
Minority Protection.
a) In accordance with the Articles of Association of Západoslovenská distribučná,
(i) a meeting of the Board of Directors of Západoslovenská distribučná shall be quorate if a simple majority of members are present, and (ii) the Board of Directors of Západoslovenská distribučná shall pass resolutions at its meetings by a simple majority of votes of present members, except for resolutions of the Board of Directors of Západoslovenská distribučná on certain specific matters that, under the Articles of Association of Západoslovenská distribučná or relevant law at the relevant time, require a higher majority of votes.
Minority Protection. (a) The Company shall not, and shall cause the Linktone Entities not to, take any action in connection with any of the following transactions, unless such transaction shall have been approved by a majority of the directors of the Board of Directors (such approval not to be unreasonably withheld by any director), including (i) the affirmative vote of the Acer director, if Acer is then entitled to appoint a director; and (ii) the affirmative vote of the Intrinsic director, if Intrinsic is then entitled to appoint a director; and (iii) the affirmative vote of the Temasek director, if Temasek is then entitled to appoint a director; and (iv) the affirmative vote of at least two of the Founding Shareholder directors, if the Founding Shareholders are then entitled to appoint directors:
(i) any authorization or issuance of any Equity Linked Securities of, or any call for capital contribution by, the Company or any Subsidiary, other than in connection with (1) any conversion of Preferred Shares into Common Shares at the option of a Preferred Shareholder, (2) any issuance of stock options in connection with the Employee Stock Option Plan or any issuance of Non-Voting Ordinary Shares upon exercise thereof or (3) the Initial Public Offering.
(ii) decisions in connection with the timing and structuring of the Initial Public Offering, including the selection of advisors and managing underwriter or underwriters;
(iii) material changes in the Company's or any Subsidiary's business plan or change in the nature of their business as the same is conducted as of the date hereof;
(iv) appointing auditors for the Company or any change in financial controls;
(v) material changes to any management regime of intangible assets (including product specification documents, product development documents, program source codes and registration of trademarks);
(vi) material changes to any profit allocation plan;
(vii) all decisions in connection with the Employee Stock Option Plan;
(viii) unbudgeted capital expenditure in an amount exceeding the lower of US$100,000 or 5 percent of net assets of the Company;
(ix) any investment, merger or acquisition for technicians, technology or products, whose amounts exceed the lower of US$200,000 or 10 percent of net assets of the Company or, in any case, if the accumulated amounts from and after the Closing Date exceed 20 percent of current net asset value of the Company;
(x) any investment, merger or acquisition for other objectives, whose amounts ex...