Minority Stockholders Clause Samples
The Minority Stockholders clause defines the rights and protections afforded to shareholders who own a smaller percentage of a company's stock, typically less than 50%. This clause may outline specific voting rights, access to information, or protections against actions that could unfairly disadvantage minority shareholders, such as forced buyouts or dilution of shares. Its core function is to ensure that minority stockholders are treated fairly and have a voice in significant corporate decisions, thereby preventing potential abuse by majority shareholders and promoting equitable governance.
Minority Stockholders. Each Minority Stockholder acknowledges and agrees that such Minority Stockholder (or any Permitted Transferee of such Minority Stockholder) shall not Transfer any of its Shares, except: (i) pursuant to Section 4.02 or when required of a Drag-along Stockholder pursuant to Section 4.04, and (ii) in the Sellers’ case only, without prior written consent of the Board.
Minority Stockholders. To the extent that the Borrower does not directly or indirectly own all of the outstanding Capital Stock in any Subsidiary, the Borrower shall use its best efforts to cause all Persons who own any Capital Stock in such Subsidiary promptly to execute and deliver to the Bank (a) a pledge agreement (in form and substance reasonably acceptable to the Bank), providing for a first priority security interest in favor of the Bank with respect to all Capital Stock owned by such Person in such Subsidiary; and (b) such financing statements, documents, instruments and certificates, as the Bank may reasonably request in order to perfect its security interest in such Capital Stock.
Minority Stockholders. Buyer acknowledges that an aggregate of 41,100 shares of Service America Common Stock have been issued to the employees of Service America listed on Schedule 6.2(a) (such employees and/or their transferees, other than Buyer, and its Affiliates, the "Minority Stockholders") pursuant to the Service America Corporation 1997 Stock Plan. As soon as practicable after execution of this Agreement, Buyer and Service America shall engage ▇▇▇▇, Scholer, Fierman, ▇▇▇▇ and Handler, LLP to prepare and distribute as soon as reasonably practicable an Offering Memorandum with the cooperation and assistance of Buyer and the other parties hereto, including, but not limited to, the provision by Buyer to Sellers of information pertaining to the business and operations of the Buyer Companies and a description of the Contemplated Transactions. Pursuant to such Offering Memorandum Buyer shall offer to exchange the shares of Service America Common Stock held by such Minority Stockholders for the same per share consideration to be received by Sellers under Section 2. Buyer shall purchase from each Minority Stockholder who elects to exchange such shares within 30 days from the date of delivery of the Offering Memorandum and who also delivers within such time the shares of Service America Common Stock owned by him or her. As and to the extent any Minority Stockholder does not exchange his shares of Service America Common Stock, Buyer shall have sole responsibility for providing the same consideration in the exchange or payment of cash consideration to such Minority Stockholder. Buyer covenants to reserve for issuance the shares allocated to Minority Stockholders under Section 2.2 to fulfill its obligations hereunder. It shall be a condition to the exchange that a Minority Stockholder execute the Stockholders' Agreement (or, if an LLC (as hereinafter defined) is adopted under Section 11.11, the governing document therefor).