Minority Shareholders Clause Samples

Minority Shareholders. The Parties acknowledge that UAG and its affiliates are currently in discussions with certain minority shareholders of the Corporations (the "Minority Shareholders") in connection with securing their consent to, or as required, their approval of, the transactions contemplated hereunder. Certain of the representations and warranties and covenants of the Principals and Corporations hereunder may be subject to UAG and its affiliates obtaining such consents or approvals. UAG shall use, and shall cause its affiliates to use, reasonable efforts to obtain such consents and approvals and the Principals shall reasonably cooperate and assist UAG in such efforts.

Minority Shareholders. The Company and the Guarantors shall use their best endeavors to procure that Shen Jiankai and Shi Wenmei join the Restated Investors’ Rights Agreement, the Series B Preferred Share Restriction Agreement and the Series B Preferred Right of First Refusal and Co-Sale Right Agreement based on the terms and conditions thereof or to otherwise solve the disputes with them in connection with the issue of Series B-1 Shares, in each case to the satisfaction of the holders of the Series B Preferred Shares, as soon as practicable, but in no event later than six (6) months after the Closing.

Minority Shareholders. Please include all the minority shareholders, i.e. individuals who are not founders or institutional investors (e.g. VC funds) to section (3).

Minority Shareholders. Between the date of this Agreement and the Closing Date, the Sellers shall actively assist the Purchaser in soliciting the sale of the Minority Shares from the Minority Shareholders to the Purchaser on the Closing Date. The Purchaser shall be obligated to purchase all Minority Shares offered for sale by the Minority Shareholders on terms and conditions which in substance correspond to those of the Draft Minority Sellers’ Agreement.

Minority Shareholders. Claims by any Person who was a shareholder of the Company prior to the Effective Time, including the Minority Shareholders, or any other Person claiming to be entitled to any consideration or other payment arising out of or relating to or as a consequence of the transactions contemplated by this Agreement, including any statutory appraisal rights. (f) Excluded Assets. The Excluded Assets.

Minority Shareholders. If a member of the Group is to become an additional Guarantor and there is a minority non-Group shareholder in that member of the Group then the Parent shall use all reasonable efforts (or if that member of the Group is required to become a Guarantor in order to satisfy requirements of Clause 27.14 (Guarantors) or because it is a Material Company), the Parent shall, obtain the consent of that minority shareholder to the relevant guarantee and security unless the absence of the consent of that minority shareholder could not reasonably be expected to have a Material Adverse Effect on the validity and effectiveness of the guarantee and security from that Guarantor as a condition to it becoming a Guarantor. FORM OF INCREASE CONFIRMATION To: [ ] as Agent, [ ] as Security Agent, [[ ] as Issuing Bank]* and [ ] as Parent, for and on behalf of each Obligor From: [the Increase Lender] (the “Increase Lender”) Dated: Kinove German Holdings GmbH—[ ] Super Senior Revolving Facility Agreement dated [ ] (the “Facility Agreement”) 1. We refer to the Facility Agreement and to the Intercreditor Agreement (as defined in the Facility Agreement). This agreement (the “Agreement”) shall take effect as an Increase Confirmation for the purpose of the Facility Agreement and as a Creditor/Agent Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement. 2. We refer to Clause 2.2 (Increase) of the Facility Agreement. 3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the “Relevant Commitment”) as if it was an Original Lender under the Facility Agreement. 4. The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the “Increase Date”) is [ ]. 5. On the Increase Date, the Increase Lender becomes: (a) party to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender; and (b) party to the Intercreditor Agreement as a Senior Lender. 6. The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 37.2 (Addresses) are set out in the Schedule. 7. The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in paragraph (f) of ...

Minority Shareholders. (a) Notwithstanding any other provision of this Agreement, a Transfer of Company Securities (other than to an Investor Affiliate, as defined in the Investment Agreement, or pursuant to clause 16.5 of the Investment Agreement) shall only be permitted if the provisions of clauses 16 and 19 of the Investment Agreement have been complied with. If there occurs any Transfer of Company Securities pursuant to this Agreement (whether the Encore Investor delivers an Exercise Notice, Default Exercise Notice or [***] or otherwise) which would constitute a Relevant Investorco Transfer or a Deemed Realisation or if a Deemed Realisation is otherwise to occur, the Company and each of the Investors shall, and the Investors shall, to the extent they are able, procure that the Company shall, comply with its obligations under clauses 16.2 to 16.4 (inclusive) of the Investment Agreement. (b) Any cash consideration payable to the JCF Investor on completion of a Transfer of Company Securities pursuant to this Agreement from the JCF Investor to the Encore Investor (whether as a result of the Encore Investor delivering an Exercise Notice, Default Exercise Notice or [***] or otherwise) shall, if: (i) the Transfer is a Relevant Investorco Transfer; and (ii) either: (A) the Company has made an offer to acquire all the Minority Shareholders’ Securities in accordance with clauses 16.2.2 or 16.4 of the Investment Agreement which has been accepted by some or all of the Minority Shareholders; or (B) the Company has exercised its right to acquire all of the Minority Shareholders’ Securities under clause 16.3 of the Investment Agreement, [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Table of Contents be reduced by the amount by which the amount payable by the Company to the relevant C Shareholders pursuant to clause 16 of the Investment Agreement as a result of such Transfer of Company Securities exceeds the amount that would be payable by the Company to the relevant C Shareholders pursuant to clause 16 of the Investment Agreement as a result of such Transfer had the deemed cash receipt under paragraph 2.3.1 of schedule 6 of the Investment Agreement (and/or the equivalent provisions of the articles of association of Holdings) been disregarded and excluded from any calculations pursuant to clause 16 of the Investment Agreement. (c) [***],...

Minority Shareholders. For the purposes of conferring to JJHovis and Steinbauer such minority rights as provided for in the GmbHG and as f▇▇▇▇▇▇ ▇▇▇ted in Schedule "B" hereto ("Minority Rights"), JJHovis and Steinbauer shall, until the conclusion of the Earn In Period, be deem▇▇ ▇▇ ▇▇▇ such percentage of Capital as would be required to exercise any of the Minority Rights, despite any scenario in which the earn in of Capital pursuant to Schedule "A" to the Investment and Restructuring Agreement has not yet been effected. For greater certainty, the conferring of the Minority Rights shall not be deemed to confer any additional voting rights or rights to dividends other than resulting from the actual Capital owned by JJHovis and/or Steinbauer.

Minority Shareholders. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Seller’s Interest and the other items sold hereby, will not trigger any dissenters rights of any minority shareholders from the Purchaser.