Minority Rights Sample Clauses
The Minority Rights clause is designed to protect the interests of shareholders or stakeholders who do not hold a controlling share in a company or organization. It typically grants these minority parties certain protections, such as the right to be informed about major decisions, to participate in key votes, or to challenge actions that may unfairly disadvantage them. By ensuring that the voices and interests of minority participants are considered, this clause helps prevent potential abuses of power by the majority and promotes fairness and transparency within the organization.
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Minority Rights. In the event of a change in applicable Law affecting the rights of the Shareholders under this Agreement, the Shareholders shall, to the extent permitted by applicable Law, use their reasonable best efforts to maintain all rights and protections granted to minority shareholders under this Agreement or under the applicable Law as of the date hereof (including dividend rights and rights granted under the applicable public tender offers regulations).
Minority Rights. So long as IFC holds Shares comprising 5% or more of the Common Stock, neither the Company nor its Subsidiaries shall approve, authorize or enter into a transaction with respect to any of the following without the prior written consent of IFC (such consent not to be unreasonably withheld):
(a) the consolidation or merger of the Company or any Subsidiary; provided that IFC’s consent will not be required in the case of a merger of the Company if the shareholders of the Company immediately preceding such merger continue to hold more than 50% of the equity of the surviving entity, or in the case of a merger of a Subsidiary of the Company, the surviving entity in such merger continues to be a Subsidiary of the Company;
(b) the sale of all or substantially all of the assets of the Company or any Subsidiary; provided that IFC’s consent will not be required in the case of the sale of assets to a direct or indirect Subsidiary of the Company;
(c) the transformation of the Company or any Subsidiary into another form of entity; or
(d) change the nature of the Company’s or any of its Subsidiaries’ business as currently conducted.
Minority Rights. The Company hereby covenants and agrees with each of the Investors that it shall not, acting as a shareholder of Igniton, cause Igniton to, without the prior written consent of AWM on behalf of the Investors:
(a) make, any loan or advance to, or own any stock or other securities of, any Subsidiary or other corporation, partnership, or other entity controlled by the Company;
(b) make any loan or advance to any Person, including, without limitation, any employee or director of Igniton or the Company or any Subsidiary of Igniton or the Company, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the shareholders of Igniton, including the Investors;
(c) guarantee, directly or indirectly, or permit any Subsidiary of Igniton to guarantee, directly or indirectly, any indebtedness except for trade accounts of Igniton arising in the ordinary course of business;
(d) incur, assume or become liable for any indebtedness, other than trade credit of Igniton incurred in the ordinary course of business;
(e) sell, assign, license, pledge, or encumber material technology or intellectual property of Igniton, other than in connection with ordinary course product sales or licenses;
(f) change Igniton’s line of business, whether by license, acquisition of assets, merger, consolidation or otherwise; or
(g) engage in any transaction with its officers, directors, holders of more than 5% of the outstanding shares of any class of Capital Stock or with Gaia, its affiliates, and their respective officers, directors and stockholders that would be required to be disclosed pursuant to Item 404 of Regulation S-K, assuming Igniton was subject the reporting requirements of the Exchange Act. As used herein, the term “Subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.
Minority Rights. The parties agree that the shareholders' agreement and/or bylaws of the Marketing Company to be concluded in connection with the transfer of the 25% of its shares shall provide for standard minority protection and adequate information and co-determination rights for the minority shareholder(s).
Minority Rights. (i) prior to the Repurchase Date, unless a Notes Trigger Event or a Preferred Stock Trigger Event has occurred and is continuing, any decision to sell all or substantially all of the assets of the Company shall require the unanimous consent of the Board and (ii) at all times after the Repurchase Date, unless the TCW Funds have the right to designate the Fifth Designee to the Board pursuant to Section 4(a), the following actions shall require the unanimous consent of the Board:
(1) the sale, lease or other disposition of assets of the Company, other than assets having a fair market value, individually or in the aggregate with assets sold, leased or otherwise disposed in a transaction or series of related transactions, of less than $250,000;
(2) the (i) entry of an order for relief or other commencement of a voluntary case under the Bankruptcy code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or (ii) consent to the entry of an order for relief in an involuntary case or the conversion of an involuntary case into a voluntary case under any such law or (iii) consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial party of the property of the Company or (iv) assignment of the assets of the Company for the benefit of creditors generally;
(3) any and all decisions or authorizations with respect to the amount and type of insurance of the Refinery;
(4) any and all matters relating to the adoption or modification of or compliance with the environmental compliance policies of the Company;
(5) any amendment or restatement of the Certificate of Incorporation or the bylaws of the Company; and
(6) the entry by the Company into any transaction or agreement with any Affiliate of the Company.
Minority Rights. 11.1 The below decisions can only be made with foregoing approval from PBI and RM: Commercial relations to any relatives and friends of ▇▇▇▇ ▇▇▇▇▇▇▇ and any company in which ▇▇▇▇ ▇▇▇▇▇▇▇ directly or indirectly holds a financial interest;
Minority Rights. 25 11 [***]..............................................................................................Error! Bookmark not defined. 12 Deadlock .............................................................................................................................. 25 13 [***]..............................................................................................Error! Bookmark not defined. 14 [***]..............................................................................................Error! Bookmark not defined. 15 [***]..............................................................................................Error! Bookmark not defined. 16 Cooling off period ............................................................................................................... 27 17 [***]........................................................................................................................................ 27 18 [***]..............................................................................................Error! Bookmark not defined. 19 Accounting, Annual Report, Business Plan and Budget................................................ 27 20 [***]........................................................................................................................................ 28 21 Related Party Transactions and Conflicts of Interest .....................................................
Minority Rights. If a Collaborator can show that its own work, time for performance, costs, liabilities, intellec- tual property rights or other legitimate interests would be severely affected by a decision of the CB, it may exercise a veto with respect to the corresponding decision or relevant part of the decision.
Minority Rights. The Company shall not pay or cause to be paid, directly or indirectly, any consideration to or for the benefit of any Holder for or as an inducement to any consent, amendment, modification or waiver unless such consideration is offered in writing to be paid to all Holders, and is paid to all Holders that approve such consent, amendment, modification or waiver.
Minority Rights. 9.1 For as long as any portion of the Convertible Loans remain outstanding or, if the Convertible Loans shall have been converted into Conversion Shares, up to the date of the Initial Public Offering, Lender A shall be entitled to nominate one (1) non-executive director and one (I) observer to the Board and that of the Borrower's related companies and Lender B shall be entitled to nominate one (1) observer to the Board and that of the Borrower's related companies. The Borrower and the Warrantor hereby undertake to effect all necessary corporate actions to procure such appointment.