Minority Protections. (1) For so long as the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders is at least 10%, the Company covenants and agrees that, except (i) with the prior written consent of the BAT Group Representative, (ii) as required by this Agreement or, (iii) as required by Law, it shall not, directly or indirectly:
(a) amend, alter or repeal any provision of its Constating Documents in a manner that adversely affects the holders of Shares;
(b) make any adverse changes to the rights, privileges, restrictions or conditions of any class of Shares;
(c) create, or authorize the creation of, or issue or obligate itself to issue any other Shares, equity security, equity-linked securities or security convertible into or exercisable for any Shares or equity security of the Company having rights, privileges, preferences, powers, restrictions and conditions senior to the Common Shares, including with respect to Board representation, the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption (or recharacterize, reclassify, alter or amend any existing security to have such rights, privileges, restrictions, preferences, powers, and conditions including with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption);
(d) split, combine or reclassify any Shares;
(e) seek to voluntarily delist its Shares from the TSX or NASDAQ;
(f) adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company;
(g) make any capital expenditure or commitment to do so which, individually, exceeds $30,000,000;
(h) create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof other than (i) in connection with advances under the Company's or any Subsidiary's then existing credit facilities in the ordinary course or (ii) in amounts that do not exceed, in the aggregate, $10,000,000; or
(i) authorize, agree, resolve or otherwise commit to do any of the foregoing.
(2) Notwithstanding Section 8.6(1), (a) if the Partially Diluted Ownership Percentage BAT Group Permitted Holders falls beneath 10% as a result of Transfers of Shares by the BAT Group Permitted Holders (other than to Affiliates), the minority protections in Section 8.6(1) shall cease to apply immediately and (b) if the Partially Diluted Ownership Percentage ...
Minority Protections. (a) Until the earlier of (i) the Ownership Reduction Event and (ii) the fifth anniversary of the Closing Date:
(i) The Stockholder shall not, and shall cause each of its Affiliates not to, directly or indirectly, alone or in concert with any other Person, except, in each case, in accordance with the provisions of Section 7.2:
(A) acquire, offer to acquire or agree to acquire (including from the Company) Beneficial Ownership of any Common Stock that would cause the Stockholder’s and its Affiliates’ Voting Percentage to exceed 76% unless such acquisition has been accepted or approved by a majority of the Non-Affiliated Directors (a “Purchase Transaction”); provided, however, that the Stockholder shall not be permitted to acquire, offer to acquire or agree to acquire (including from the Company) Beneficial Ownership of any Common Stock if such acquisition or contemplated acquisition would be reasonably likely to jeopardize the Company’s ability to retain the benefit of the NOLs; or
(B) cause the Company to engage in stock buybacks of its Common Stock that exceed 3% of the Voting Securities outstanding on the day any such buyback is executed (a “Buyback Transaction”); or
(ii) The Stockholder shall not sell shares of Common Stock to any Person (a “Proposed Acquiror”) that would result in such Person having a Voting Percentage in excess of 40% (and with neither the Stockholder and its Affiliates nor any other holder of Common Stock and its Affiliates holding a Voting Percentage in excess of 40%) (a “Sale Transaction”), except in accordance with Section 7.3;
(b) Until the earlier of (i) the Ownership Reduction Event and (ii) the eighth anniversary of the Closing Date:
(i) The Stockholder shall not, and shall cause each of its Affiliates not to, directly or indirectly, alone or in concert with any other Person, engage in a transaction as described in Rule 13e-3 under the Exchange Act (a “Rule 13e-3 Transaction”) except in accordance with the provisions of Section 7.2;
(ii) Any (A) Related Party Transaction and (B) the voluntarily de-registration of the Common Stock from registration under the Exchange Act, shall be subject to review, evaluation and approval by a special committee of the Non-Affiliated Directors or a subset thereof; and
(iii) The Company shall maintain at least two (2) Directors who are Non-Affiliated Directors.
Minority Protections. 6.1 Decisions on the following matters, whether at a Board meeting or at a general meeting of the Company, shall not be taken without the prior approval of the Founder (or his duly appointed attorney), provided that the Founder owns at least 8% of the issued and paid up share capital of the Company:
(a) any transfer by XXX of any its equity interests in the Company to any third party (other than an Affiliate of XXX which is not engaged in the business of mobile gaming) or, save and except the allotment and issue of the Cisco Subscription Shares and the Macromedia Subscription Shares, any issuance of additional equity interests in the Company;
(b) any decision to dissolve, liquidate or wind-up the Company, or dispose of, sell, license or transfer all or substantially all of the assets or the business of the Company;
(c) transfer or disposal of any material intellectual property rights owned by the Company, other than in the ordinary course of business of the Company;
(d) amend the rights of any class of shares of the Company;
(e) amend any provision of the Articles of Association in a manner that alters or changes the rights of the shares of the Company held by the Founder or the rights of the Founder under this Agreement adversely;
(f) increase or decrease the authorised share capital of the Company; or
(g) any declaration by the Company of any dividend which is not considered by the auditors of the Company as ordinary dividend of the Company. The above provisions relating to minority protection shall cease to apply upon the Initial Listing.
6.2 At any time prior to the Initial Listing, the following matters shall require the prior approval of each of the Investors, provided that each of the Investors (together with its Affiliates) holds at least 7% of the issued and paid-up capital of the Company:
(a) liquidate, dissolve or wind up the Company;
(b) redeem or repurchase any security of the Company, other than repurchases at the original purchase price of all or any of the Shares granted pursuant to a share option or incentive scheme approved by the Board; or
(c) sell any assets of the Company, the aggregate fair market value of which assets is more than US$500,000 to XXX or any Affiliate of XXX other than in an arms-length transaction. For the avoidance of doubt, in the event that either one of the Investors (together with its Affiliates) ceases to hold at least 7% of the issued and paid-up capital of the Company, the rights under this Clause 6.2 of the ot...
Minority Protections. Until Purchaser has purchased all of the Preferred Stock from Seller hereunder, Purchaser will take all steps necessary to cause Seller to have the same minority protections with respect to the Preferred Stock as Seller had as a Member under the LLC Agreement, mutatis mutandis, (including, but not limited to, right of first offer, right of first refusal and information rights and all rights provided in Articles 3.5, 4.4, 5.3, 6.2, 9.1, Article 12 and Article 15 of the LLC Agreement). Without limiting the availability of any other remedies at law or at equity, Seller shall be entitled to preliminary and permanent injunctive relief against the Purchaser and the Corporation for any breach or threatened breach of this Paragraph 7.
Minority Protections. During the period that any Preferred Unit remains outstanding, the Partnership may not:
Minority Protections. The provisions of schedule 1 shall apply in respect of decisions of the Board, the Opco Board and/or the board of directors of any other Holdco Subsidiary, in respect of matters specified in that schedule.
Minority Protections. The Joint Venture Agreement shall contain minority protections, including protective provisions, that are standard and customary for joint ventures of this type. The Joint Venture Agreement shall include an enumerated list of actions set forth on Exhibit A which neither the JV Board, nor the Company may take without the affirmative written consent of Digital Turbine. For each item listed on Exhibit A, Digital Turbine shall respond to any written request for consent no later than five (5) Business Days after receipt of such request.
Minority Protections. Notwithstanding any other provision of this Operating Agreement to the contrary, without the approval of ADMI or its successor, until such time as ADMI (a) holds less than 10% of the voting equity of the Company on a fully diluted basis or (b) sells or otherwise transfers to a non-affiliate more than 50% of its equity holdings in the Company as of June 21, 2000, the Company may not
(i) authorize (w) a liquidation, dissolution winding up of the affairs of the Company (or any of its subsidiaries), (x) a recapitalization or reorganization of the Company that would be reasonably likely to have a material adverse effect on ADMI's (1) Units, (2) Capital Account, (3) relative rights or obligations under this Agreement or (4) status as a Member generally, (y) a Change in Ownership (as defined below), or (z) a Fundamental Change (as defined below);
(ii) permit any subsidiary to issue or sell, or obligate itself to issue or sell, except to the Company or any wholly-owned subsidiary of the Company, any capital stock of such subsidiary in excess of 20% in the aggregate of the outstanding capital stock of such subsidiary on a fully diluted basis as of the date hereof (as the same may be adjusted by any transaction approved by ADMI);
(iii) permit the Company or any of its subsidiaries to enter into any agreement for the acquisition of any business through purchase of assets, purchase of stock, licensing arrangement or otherwise involving consideration of $100,000,000 or more;
(iv) increase or decrease the outstanding equity ownership available in the Company, or authorize the same, other than additional issuances of equity (or a reduction in the amount of outstanding equity) not to exceed 20% in the aggregate of the outstanding equity of the Company on a fully diluted basis as of the date hereof (as the same may be adjusted by any transaction approved by ADMI);
(v) authorize the issuance or restructuring of any debt securities of the Company or any of its subsidiaries or otherwise incur Indebtedness directly or through a subsidiary, including increases to any revolving line of credit maximum limits, other than (1) purchase money indebtedness, (2) nonrecourse indebtedness on receivables and (3) unsecured indebtedness in an aggregate amount not to exceed $75,000,000;
(vi) authorize the payment of any dividends or distributions, except as may be required to allow for the payment of taxes when due attributable to a Member as the result of the allocation of income in accorda...
Minority Protections. (a) For so long as Xxxx Xx Xxxxxx is the Chief Executive Officer of the Company, he shall have the right to approve, in his reasonable discretion, the hiring and termination of all officers and employees of the Company, other than (i) the termination of the Chief Executive Officer, and (ii) the termination of any officer or employee of the Company for cause, as reasonably determined by the Board.
(b) For so long as the Management Stockholders own, in the aggregate, not less than 7% of the outstanding Common Stock, the Majority Management Stockholders shall have the right to approve, in their reasonable discretion, any transaction between the Company or any of its Subsidiaries, on the one hand, and the CCMP Investors or any of their Affiliates, on the other hand, other than those transactions on terms that the Board determines are, taken as a whole, no less favorable to the Company than would reasonably be expected to be obtained in an arms-length transaction.
Minority Protections. During the period that any Preferred Unit remains outstanding, the Partnership may not: (i) issue any equity security senior in right of distribution or in liquidation to the Preferred Units, (ii) issue additional pari passu equity interests, (iii) effect any amendments to the Partnership’s partnership agreement or certificate of limited partnership that would adversely change the rights, preferences or privileges of the Preferred Units, or in each case, without the consent of the holders of a majority of the outstanding Preferred Units.
