Protection of Minority Shareholders Sample Clauses

Protection of Minority Shareholders. Investor covenants with the Company, expressly for the benefit of the stockholders of the Company other than the Investor, its successors and assigns, that during period ending on the second anniversary of the Closing date, Investor will not, and will obligate its successors and assigns with respect to the Securities to not, vote its or their shares of Common Stock in favor of (i) a transaction that would result in the Company “going private” such as through a transaction commonly referred to as a “freeze-out merger,” (ii) a high ratio reverse stock split (for this purpose, any reverse stock split in which more than 100 shares of Common Stock are converted into one share of Common Stock with fractional shares paid in cash, or any reverse stock split with similar consequences, shall be considered a high ratio reverse stock split), or (iii) any similar transaction that would constitute a 55 Rule 13e-3 transaction as that term is defined in Rule 13e-3 (a)(3) promulgated under the Exchange Act; unless such proposed transaction is approved by holders of a majority of the issued and outstanding Minority Common Stock.
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Protection of Minority Shareholders. ARTICLE 10 The majority required for meetings of shareholders and the Board of Directors shall be two-thirds (2/3), whereas the majority required for liquidation, merger, increase and decrease of capital, issuance of debentures, and amendments to the Articles of Association or Articles of Incorporation whichever is applicable, shall be three-fourths (3/4), unless a higher price is required by the respective law of the host country. CHAPTER X PRICING PRINCIPLES
Sample 1
Protection of Minority Shareholders. The parties agree to amend the Company's Articles of Association to provide that certain actions will require the agreement of 75% of the Company's shareholders; viz., contracts between the Company and interested parties [e.g., directors and shareholders]; dissolution of the Company; sale of more than 20% of the Company's assets; issuance of more than 15% of the Company's issued and outstanding stock; changes in the agreed signature rights to the Company's bank accounts; any decision regarding an investment or the receipt of a loan in an amount in excess of $100,000.
Sample 1

Related to Protection of Minority Shareholders

  • The Shareholders Each Shareholder represents and warrants to the Company and the other Shareholders, as of the date of this Agreement, as follows:

  • Rights of a Shareholder Employee shall have no rights as a shareholder with respect to any shares covered by this Agreement until the date of issuance of a stock certificate to him for such shares. Except as otherwise provided herein, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

  • Rights of Shareholders The Shares shall be personal property giving only the rights in this Declaration specifically set forth. The ownership of the Trust Property of every description and the right to conduct any business herein before described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or, subject to the right of the Trustees to charge certain expenses directly to Shareholders, as provided in the last sentence of Section 3.8, suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as specified in this Section 6.3, in Section 11.4 or as specified by the Trustees when creating the Shares, as in preferred shares).

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • Principal Shareholders 5 2.04 Subsidiaries.............................................................................. 6 2.05 Convertible Securities, Options, Etc...................................................... 6 2.06 Authorization and Validity of Agreement................................................... 6 2.07. Validity of Transactions; Absence of Required Consents or Waivers......................... 6 2.08.

  • Rights of Shareholder Except as otherwise provided in this Agreement or the Plan, Participant shall have, with respect to the shares of Restricted Stock awarded hereunder, all of the rights of a shareholder of the Company, including the right to vote the shares and the right to receive any dividends as declared by the Company’s Board of Directors.

  • Shareholdings change, cause or permit any change in, the legal and/or beneficial ownership of any of the shares in the Borrower which would result in the Borrower ceasing to be a wholly-owned direct Subsidiary of the Guarantor; or

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

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