Minority Purchase Clause Samples
The Minority Purchase clause defines the rights and procedures for minority shareholders to sell their shares, often in the context of a buyout or acquisition. Typically, this clause outlines the conditions under which minority shareholders can require the majority or acquiring party to purchase their shares, such as when a majority sale is triggered or certain thresholds are met. Its core practical function is to protect minority shareholders from being left behind or disadvantaged in major transactions, ensuring they have a clear exit path and receive fair value for their holdings.
Minority Purchase. Corning Buyer or its designee shall have completed the Minority Purchase, and such Minority Purchase shall have included all of the SCP Shares owned by Samsung Life Insurance Co., Ltd.
Minority Purchase. If the Second Closing Purchase Option is exercised by Buyer in accordance with the terms of the SSPA, Buyer will provide written notice thereof to the Minority Holder, and subject to the terms and conditions set forth in this Agreement, at the Minority Holder Closing the Minority Holder will sell, transfer, assign, convey and deliver to Buyer, free and clear of any and all Liens, and Buyer will purchase and accept from the Minority Holder, all of the issued and outstanding equity interest of the Company owned by the Minority Holder (including after giving effect to Section 2.1) (the “Minority Holder Shares”), for an aggregate purchase price equal to (the “Purchase Price”) (a) Fifteen Million U.S. Dollars ($15,000,000) multiplied by (b) a fraction, expressed as a percentage, equal to (i) the number of Minority Holder Shares, divided by (ii) the total number of Purchased Shares under the SSPA (such fraction, the Minority Holder’s “Pro Rata Share”). The Minority Holder hereby acknowledges and agrees that Buyer has no obligation under this Agreement to exercise the Second Closing Purchase Option or to consummate the Second Closing under the SSPA.
Minority Purchase. Immediately following the Contribution, IVL Holding and Seller shall enter into and consummate the Minority Purchase and the other transactions contemplated by the Minority Interest Purchase Agreement attached hereto as Exhibit B (the “Minority Interest Purchase Agreement”). Following the consummation of the Minority Purchase, IVL Holding shall hold all right, title and interest in 100% of the Class B limited liability company interests of Seller (“Seller Class B Interests”), free and clear of all Liens.