Minimum Return for Class C Shareholders Clause Samples

Minimum Return for Class C Shareholders. If the Transfer made by the Class C Shareholders is made pursuant to the exercise of the Drag-Along Right or the IMAX China Sale Put Right, the Class A Shareholder and IMAX Corp shall procure that each Class C Shareholder shall receive, for each Class C Share, including consideration received in the Transfer and any dividends or other distributions paid on such Class C Share, (x) a return of at least the Original Class C Share Price multiplied by 2.25 if the relevant transaction is consummated within 18 months immediately after the First Completion Date, or (y) a return of at least the Original Class C Share Price multiplied by 2.75 if the relevant transaction is consummated after 18 months after the First Completion Date; provided that, this Section 3.5(f) shall not apply if the Transfer of Class A Shares and the corresponding Transfer of Class C Shares pursuant to either the Drag-Along Right or the IMAX China Sale Put Right are initiated primarily due to the implementation of laws, regulation, or decrees in the PRC (which are not actually or prospectively in force on the date of this Agreement) that (A) would have a materially disproportionate impact on the Company’s ability to own and conduct its primary business due to the foreign-owned nature of IMAX Corp’s ownership interest in the Company, relative to non-foreign-owned cinema services providers in the PRC, and (B) based on the Company’s good faith determination after good faith consultation with the Class C Shareholders, are reasonably likely to, within a reasonable period of time (and in any event, within one year following such implementation), prohibit or materially restrict the ordinary conduct of the Company’s primary business; provided, further, that the foregoing proviso shall not apply if such legal or regulatory requirement or related action by a Governmental Authority arose against the Group or IMAX Corp directly as a result of willful or grossly negligent violations of material applicable law, regulation or decree by the Group or IMAX Corp.