Common use of Minority Holder Consent Rights Clause in Contracts

Minority Holder Consent Rights. From and after the date hereof, the Company shall not take any of the following actions without first receiving the affirmative vote of at least sixty- seven percent (67%) of the Fully Diluted Common Shares; provided, that any action that would reasonably be expected to disproportionately and materially adversely affect one Holder or group of Holders (in its or their capacity as a Holder) in relation to any other Holder or group of Holders (including, for the avoidance of doubt, amendments to this Agreement or the Company’s other Organizational Documents) shall require the prior written consent of such disproportionately and materially adversely affected Holder or group of Holders; provided, further, that any amendment or series of amendments to this Agreement or the Company’s Organizational Documents that would have the effect of circumventing or otherwise modifying the provisions contained in Section 2.1(a), Section 2.1(d), Section 2.2(b), Section 3.1, Section 4.1, Section 4.6, Section 5.1 or otherwise implementing a right of first offer or right of first refusal in the Company’s Organizational Documents, shall, for the first three (3) years following the Effective Date, require the affirmative vote of eighty percent (80%) of the Fully Diluted Common Shares (and, for the avoidance of doubt, after such three (3) year period, this proviso shall be null and void); provided, further, that to the extent that any of the minority consent rights contained in this Section 2.2(b) would violate the DOT’s and FAA’s U.S. citizenship requirements, such minority consent rights shall be considered null and void to the extent of any such violation:

Appears in 1 contract

Samples: Stockholders Agreement

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Minority Holder Consent Rights. From and after the date hereof, the Company shall not take any of the following actions without first receiving the affirmative vote of at least sixty- seven percent (67%) of the Fully Diluted Common Shares; provided, that any action that would reasonably be expected to disproportionately and materially adversely affect one Holder or group of Holders (in its or their capacity as a Holder) in relation to any other Holder or group of Holders (including, for the avoidance of doubt, amendments to this Agreement or the Company’s 's other Organizational Documents) shall require the prior written consent of such disproportionately and materially adversely affected Holder or group of Holders; provided, further, that any amendment or series of amendments to this Agreement or the Company’s 's Organizational Documents that would have the effect of circumventing or otherwise modifying the provisions contained in Section 2.1(a), Section 2.1(d), Section 2.2(b), Section 3.1, Section 4.1, Section 4.65.54.6, Section 5.1 65.1 or otherwise implementing a right of first offer or right of first refusal in the Company’s 's Organizational Documents, shall, for the first three (3) years following the Effective Date, require the affirmative vote of eighty percent (80%) of the Fully Diluted Common Shares (and, for the avoidance of doubt, after such three (3) year period, this proviso shall be null and void); provided, further, that to the extent that any of the minority consent rights contained in this Section 2.2(b) would violate the DOT’s 's and FAA’s 's U.S. citizenship requirements, such minority consent rights shall be considered null and void to the extent of any such violation:

Appears in 1 contract

Samples: Stockholders Agreement

Minority Holder Consent Rights. From and after the date hereof, the Company shall not take any of the following actions without first receiving the affirmative vote of at least sixty- seven percent (67%) of the Fully Diluted Common Shares; provided, that any action that would reasonably be expected to disproportionately and materially adversely affect one Holder or group of Holders (in its or their capacity as a Holder) in relation to any other Holder or group of Holders (including, for the avoidance of doubt, amendments to this Agreement or the Company’s other Organizational Documents) shall require the prior written consent of such disproportionately and materially adversely affected Holder or group of Holders; provided, further, that any amendment or series of amendments to this Agreement or the Company’s Organizational Documents that would have the effect of circumventing or otherwise modifying the provisions contained in Section 2.1(a), Section 2.1(d), Section 2.2(b), Section 3.1, Section 4.1, Section 4.65.5, Section 5.1 6.1 or otherwise implementing a right of first offer or right of first refusal in the Company’s Organizational Documents, shall, for the first three (3) years following the Effective Date, require the affirmative vote of eighty percent (80%) of the Fully Diluted Common Shares (and, for the avoidance of doubt, after such three (3) year period, this proviso shall be null and void); provided, further, that to the extent that any of the minority consent rights contained in this Section 2.2(b) would violate the DOT’s and FAA’s U.S. citizenship requirements, such minority consent rights shall be considered null and void to the extent of any such violation:

Appears in 1 contract

Samples: Stockholders Agreement

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Minority Holder Consent Rights. From and after the date hereof, the Company shall not take any of the following actions without first receiving the affirmative vote of at least sixty- sixty-seven percent (67%) of the Fully Diluted Common Shares; provided, that any action that would reasonably be expected to disproportionately and materially adversely affect one Holder or group of Holders (in its or their capacity as a Holder) in relation to any other Holder or group of Holders (including, for the avoidance of doubt, amendments to this Agreement or the Company’s other Organizational Documents) shall require the prior written consent of such disproportionately and materially adversely affected Holder or group of Holders; provided, further, that any amendment or series of amendments to this Agreement or the Company’s Organizational Documents that would have the effect of circumventing or otherwise modifying the provisions contained in Section 2.1(a), Section 2.1(d), Section 2.2(b), Section 3.1, Section 4.1, Section 4.6, Section 5.1 or otherwise implementing a right of first offer or right of first refusal in the Company’s Organizational Documents, shall, for the first three (3) years following the Effective Date, require the affirmative vote of eighty percent (80%) of the Fully Diluted Common Shares (and, for the avoidance of doubt, after such three (3) year period, this proviso shall be null and void); provided, further, that to the extent that any of the minority consent rights contained in this Section 2.2(b) would violate the DOT’s and FAA’s U.S. citizenship requirements, such minority consent rights shall be considered null and void to the extent of any such violation:

Appears in 1 contract

Samples: Stockholders Agreement (Bristow Group Inc)

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