Minority Protections Clause Samples

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.

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. (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. 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 ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ 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:

Minority Protections. For so long as Bain is entitled to information rights pursuant to either sentence of Section 5(b), without the prior written consent of Bain, the Company will not, and will not permit any of its subsidiaries to, enter into, make or modify any transaction, contract or agreement with the KKR Holders or any of their Affiliates (an “Affiliate Transaction”) unless such Affiliate Transaction is on terms that are not materially less favorable to the Company or its relevant subsidiary than those that would have been obtained in a comparable transaction with an unrelated Person on an arm’s-length basis; provided, that the term “Affiliate Transaction” shall not include this Agreement or the monitoring letter agreement dated as of the date hereof between the company and Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. (as the terms of such agreement are in effect as of the date hereof). The Company and the KKR Holders agree that, without the prior written consent of Bain, the Company will not make any amendment to its certificate of incorporation that would result in the Bain Holders and the KKR Holders ceasing to hold the identical class of Common Stock, or that would change any of the terms, conditions, rights, or preferences of the Bain Shares in any manner different from the terms, conditions, rights, and preferences of the KKR Shares.

Minority Protections. Notwithstanding anything to the contrary contained in this agreement or the memorandum and articles of association of the Company, a majority shareholder vote shall consist of at least 55% (fifty five percent) of the Company's total issued share capital to be considered a valid majority. Any shareholder vote consisting of less than 55% (fifty five percent) of the Company's total issued share capital shall be considered a minority. EARNINGS AND LOSSES -------------------