Minority Protection. Notwithstanding anything contained in this Agreement or any Warrant to the contrary, prior to September 30, 2015 (as such date may be extended by Cibus with the approval of Cibus’ Board of Directors in its sole discretion from time to time, the “Minority Protection Outside Date”), (a) the maximum Participation Rate attributable to the Warrant Purchase Consideration issued to the Major Investors in connection with the sale of Warrants pursuant to this Agreement may not exceed nine percent (9%) (the “Major Investor Cap”); and (b) the maximum Participation Rate attributable to the Warrant Purchase Consideration issued to the Minority Investors in connection with the sale of Warrants pursuant to this Agreement may not exceed one percent (1%) (the “Minority Investor Cap”). After the Minority Protection Outside Date and subject to the provisions of Section 1.3(e), any available Warrant Purchase Consideration may be sold by Cibus to any Investor irrespective of the Major Investor Cap and the Minority Investor Cap, as applicable.
Minority Protection. All provisions of the minority protection in Západoslovenská distribučná stated in Subclauses 3A.2a)
Minority Protection. All provisions of the minority protection in Západoslovenská distribučná stated in Subclauses 3A.2a) to 3A.2g) hereof shall apply as the provisions on the minority protection in VSEH and Subsidiaries of VSEH (while all references to “Západoslovenská distribučná” therein, used independently or as a part of a defined term, are deemed to be references to “VSEH” for purposes of this Clause 3D.2, except that:
Minority Protection the Member who may from time to time hold a minority interest in the exploitation vehicle shall be entitled to appropriate minority protection provisions as are customary in the South African mining industry and as are fair and reasonable to both parties in view of all the circumstances then prevailing.
Minority Protection. 8.1 Without limitation of the other rights CF may have, the following decisions of the General Meeting shall require a resolution of the General Meeting adopted by a meeting at which more than 75% of the votes cast are in favour of such proposed resolution in a meeting in which more than 75% of the issued Shares are present:
(a) amendment of the Articles of Association;
(b) the legal merger (juridische fusie), split-off (splitsing) to which the Company is a party;
(c) the adoption or amendment of any management regulations (bestuursreglement);
(d) issuance of Shares or the right to acquire any Shares, or the delegation of right to resolve upon the issuance of Shares;
(e) the setting aside of pre-emptive right (voorkeursrecht) in respect of Shares;
(f) the approval of the acquisition (verkrijging) by the Company of Shares and/or the decreasing of share capital (kapitaalvermindering) of the Company;
(g) the payment of dividend or distribution on the account of any freely distributable reserves or other reserves;
(h) voluntary dissolution (ontbinding) or winding-up (liquidatie) of the Company;
(i) the approval of any proposed Share transfer, or the creation of a right of pledge or usufruct or the transfer of voting rights to a holder of any such rights;
(j) the appointment, dismissal or suspension of any director of the Company;
(k) the determination of remuneration of any director or the alteration thereof;
(l) the appointment of special representatives of the Company in case of conflicting interests between the Company and any Managing Director or the waiver of the right to exercise such right;
(m) the adoption of Annual Accounts and the allocation of profits to any reserves; and
(n) the instruction to the Management Board to file for the bankruptcy of the Company.
8.2 As long as CF is a Shareholder, the Investors (other than CF) undertake with CF to procure that the board of managing directors (bestuur) of Remedent OTC shall be composed in accordance with the terms of the Voting Agreement, at Completion being Xxxxx List and two members designated by Remedent, as from Completion being Messrs. Xxxx. Kolsteeg, Guy De Vreese, either of which directors may be replaced at the discretion of Remedent - should the circumstances so demand - by Xxxxxxx Xxxx. If due to any circumstances whatsoever any of the latter directors resign, are dismissed or otherwise cease to be a director of Remedent OTC, Remedent shall not have the right to appoint or request the appointmen...
Minority Protection a) In accordance with the Articles of Association, (i) a meeting of the Board of Directors shall be quorate if a simple majority of members are present, and (ii) the Board of Directors shall pass resolutions at its meetings by a simple majority of votes of present members, except for resolutions of the Board of Directors on certain specific matters that, under the Articles of Association or relevant law at the relevant time, require a higher majority of votes.
b) Notwithstanding Subclause 3.2a) or any provision of the Articles of Association, E.ON is obliged to use all rights permitted to it by law and this Agreement to ensure that no decision is adopted by the Board of Directors unless a nominee of the Ministry is present at the relevant meeting. If neither of the Ministry’s nominees attend at two consecutive duly called meetings of the Board of Directors, the first sentence of this Subclause 3.2b) shall not apply in respect of the second of such meetings.
c) Notwithstanding Subclause 3.2a) or any provision of the Articles of Association, or any Subsidiary’s memorandum of association (“spoločenská zmluva”) foundation agreement (“zakladateľská zmluva”), foundation deed (“zakladateľská listina”), association agreement (“zmluva o združení”), articles of association (“stanovy”) or other similar document, E.ON and the State Party are obliged to use all rights permitted to them by law and this Agreement to ensure that none of the following shall be done unless the matter in question has been approved by a decision of the Board of Directors, and that the decision of the Board of Directors has been approved by a decision of the Supervisory Board, except any Key Subsidiary and its Subsidiaries, to which this Subclause 3.2c) shall not apply, since they are subject to special consents pursuant to Subclauses 3.8c), 3.8d), 3.8e), 3.8f), 3.8g), and 3.8h) and Subclauses 3A.2, 3B.2, 3C.2, 3D.2, 3F.2 and 3G.2 hereof respectively:
(i) the implementation of any investment or transaction, or series of related investments or transactions, by the Company or any Subsidiary, or the execution, by the Company or any Subsidiary, of any document, or series of related documents, under which the expenditure by the Company or Subsidiary, or income to the Company or Subsidiary is, or is likely to be, at variance to that provided for in the Strategic and Business Plan in respect of the relevant investment, transaction, or document, or series thereof, by an amount of more than five (5) mi...
Minority Protection.
a) In accordance with the Articles of Association of Západoslovenská distribučná,
(i) a meeting of the Board of Directors of Západoslovenská distribučná shall be quorate if a simple majority of members are present, and (ii) the Board of Directors of Západoslovenská distribučná shall pass resolutions at its meetings by a simple majority of votes of present members, except for resolutions of the Board of Directors of Západoslovenská distribučná on certain specific matters that, under the Articles of Association of Západoslovenská distribučná or relevant law at the relevant time, require a higher majority of votes.
Minority Protection. All provisions of the minority protection in Západoslovenská distribučná stated in Subclauses 3A.2a) to 3A.2g) hereof shall apply as the provisions on the minority protection in Východoslovenská energetika and Subsidiaries of Východoslovenská energetika (while all references to “Západoslovenská distribučná” therein, used independently or as a part of a defined term, are deemed to be references to “Východoslovenská energetika” for purposes of this Clause 3D.2, except that:
a) all references to the amounts “three (3) million EUR” in Subclauses 3A.2c)(i), 3A.2c)(v) and 3A.2c)(vi) are deemed, for purpose of Východoslovenská energetika, to be the references to the amounts “five (5) million EUR”; and
b) Subclauses 3A.2c)(v) and 3A.2c)(vi) shall not apply for purpose of Východoslovenská energetika, which means that no decisions of the Supervisory Board of Východoslovenská energetika on approval of the matters stated therein are required.
Minority Protection. 5.1 From and after the date that USFI-Network has exercised the Option and has contributed at least 180,000,000 yen to the capital of A.T.
Minority Protection. During any period in which the Carlyle ------------------- Affiliates collectively beneficially own shares of capital stock of the Company having 20% or more of the votes that may be cast generally at annual or special meetings of stockholders (a) any contract or transaction between the Company and any Carlyle Affiliate (as defined therein) shall be voidable by the Company unless the board of directors, in good faith, authorizes the contract or transaction by the affirmative vote of a majority of the directors of the Company not elected as directors by the holders of the Convertible Preferred Stock voting as a separate class (the "Non-Preferred Stock Directors"), (b) any acquisition of ----------------------------- capital stock of the Company by any Carlyle Affiliate, the result of which shall cause one or more Carlyle Affiliates to beneficially own, in the aggregate, shares of capital stock in the Company having 75% or more of the votes that may be cast generally at annual or special meetings of stockholders, shall be subject to the prior approval of the Non-Preferred Stock Directors, provided that, for purposes of subparagraphs (a) and (b), the Non-Preferred Stock Directors may be counted in determining the presence of a quorum at a meeting of the board of directors which authorizes the contract or transaction, and (c) no Carlyle Affiliate shall consummate any "going private" transaction (within the meaning of Rule 13e-3 under the Exchange Act) without the prior approval of (i) the board of directors by the affirmative vote of a majority of the Non-Carlyle Preferred Stock Directors and (ii) a majority of the shares of Common Stock held by persons other than Carlyle Affiliates.
