Common use of Minority Protections Clause in Contracts

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 of the BAT Group Permitted Holders falls beneath 10% as a result of dilutive issuances in respect of which Pre-Emptive Rights or Top-Up Rights are exercisable hereunder, the minority protections in Section 8.6(1) shall cease to apply only upon expiry of the applicable period in which the BAT Group Permitted Holders may exercise such rights.

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 ’s or any Subsidiary's ’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 of the BAT Group Permitted Holders falls beneath 10% as a result of dilutive issuances in respect of which Pre-Emptive Rights or Top-Up Rights are exercisable hereunder, the minority protections in Section 8.6(1) shall cease to apply only upon expiry of the applicable period in which the BAT Group Permitted Holders may exercise such rights.

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 ’s or any Subsidiary's ’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(18.5(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(18.5(1) shall cease to apply immediately and (b) if the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders falls beneath 10% as a result of dilutive issuances in respect of which Pre-Emptive Rights or Top-Up Rights are exercisable hereunder, the minority protections in Section 8.6(18.5(1) shall cease to apply only upon expiry of the applicable period in which the BAT Group Permitted Holders may exercise such rights.

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 of the BAT Group Permitted Holders falls beneath 10% as a result of dilutive issuances in respect of which Pre-Emptive Rights or Top-Up Rights are exercisable hereunder, the minority protections in Section 8.6(1) shall cease to apply only upon expiry of the applicable period in which the BAT Group Permitted Holders may exercise such rights.