Minority Shareholders. The Seller shall have delivered evidence satisfactory to the Buyer at least five (5) Business Days prior to the Funding Date that copies of this Agreement and the Ancillary Agreements were delivered to the Minority Shareholders at least fifteen (15) days prior to the Funding Date and the date of execution by the Minority Shareholders of the Share Transfer Agreement referred to in Section 5.10(c)
Minority Shareholders. The Minority Shareholders agree that they are holding Shares of the Corporation so that they can participate in an increase in the equity value of the Corporation, but they do not want and do not expect to have any other rights as Shareholders of the Corporation, including voting rights, information rights, dissent rights, and governance rights, other than the rights provided under the oppression remedy set out in Section 248 of the Act. If those rights have been removed, the Minority Shareholders acknowledge that they will also not have any oppression rights to enforce those rights that they have willingly relinquished. Accordingly, the Minority Shareholders agree to the following provisions, that remove their rights as shareholders other than their right to participate with other Shareholders of the Corporation in any distributions or payments made to Shareholders in respect of their Shares: Each Minority Shareholder shall vote his or her Shares (including signing any written resolution) in favour of any changes to the Articles or By-laws of the Corporation approved by the Board of Directors. Each Minority Shareholder irrevocably appoints the CEO of the Corporation, or another person as may be designated by the Board of Directors (the “Designated Representative”) as the Minority Shareholder’s lawful attorney, with full power of substitution, in the name of the Minority Shareholder to carry out the rights, powers and duties of the Designated Representative set out in this Agreement and the Designated Representative accepts the appointment. This appointment, being coupled with an interest, shall be irrevocable by each of the Minority Shareholders and shall not be revoked by the insolvency, bankruptcy, death, incapacity, dissolution, liquidation or other termination of the existence of the Minority Shareholder and each of the Minority Shareholders agrees to ratify and confirm all that the attorney may do or cause to be done in accordance with this Agreement. The power of attorney granted in this Section shall not be intended to be a CPOA. The signature of this Agreement shall not terminate any CPOA previously granted by the Minority Shareholder and this power of attorney shall not be terminated by the signature by the Minority Shareholder in the future of a CPOA, and the Minority Shareholder agrees not to take any action that results in the termination of this power of attorney.
Minority Shareholders. For the purposes of conferring to JJHovis and Steinbauer such minority rights as provided for in the GmbHG and as fxxxxxx xxxted in Schedule "B" hereto ("Minority Rights"), JJHovis and Steinbauer shall, until the conclusion of the Earn In Period, be deemxx xx xxx such percentage of Capital as would be required to exercise any of the Minority Rights, despite any scenario in which the earn in of Capital pursuant to Schedule "A" to the Investment and Restructuring Agreement has not yet been effected. For greater certainty, the conferring of the Minority Rights shall not be deemed to confer any additional voting rights or rights to dividends other than resulting from the actual Capital owned by JJHovis and/or Steinbauer.
Minority Shareholders. Claims by any Person who was a shareholder of the Company prior to the Effective Time, including the Minority Shareholders, or any other Person claiming to be entitled to any consideration or other payment arising out of or relating to or as a consequence of the transactions contemplated by this Agreement, including any statutory appraisal rights.
Minority Shareholders. The Company and the Guarantors shall use their best endeavors to procure that Shen Jiankai and Shi Wenmei join the Restated Investors’ Rights Agreement, the Series B Share Restriction Agreement and the Series B Right of First Refusal and Co-Sale Right Agreement based on the terms and conditions thereof or to otherwise solve the disputes with them in connection with the issue of Series B Shares, in each case to the satisfaction of the Investors, as soon as practicable, but in no event later than six (6) months after the Closing.
Minority Shareholders. Between the date of this Agreement and the Closing Date, the Sellers shall actively assist the Purchaser in soliciting the sale of the Minority Shares from the Minority Shareholders to the Purchaser on the Closing Date. The Purchaser shall be obligated to purchase all Minority Shares offered for sale by the Minority Shareholders on terms and conditions which in substance correspond to those of the Draft Minority Sellers’ Agreement.
Minority Shareholders. Minority Shareholders" shall have the meaning specified in SECTION 2.30 of the Agreement.
Minority Shareholders. 37 EXHIBITS -------- Exhibit A - Form of Escrow Agreement Exhibit B - Stock Option Agreement Exhibit B-1 - Stock Option Agreement Exhibit C - Form of Opinion of Counsel to the Company and Accu-Fab Exhibit D - Form of Non-Competition Agreement for McGaxxx Xxxibit E - Form of Employment Agreement for McGaxxx Xxxibit F - Form of Termination and Non-Competition Agreement for Gilmour Exhibit G - Form of Opinion of Counsel to the Buyer Exhibit H - Registration Rights Agreement SCHEDULES --------- - iii - 5 STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT is made as of the day of July, 1995 (the "Agreement"), among Cognex Corporation, a Massachusetts corporation (the "Buyer"), Acumen Inc., an Oregon corporation (the "Company"), E. John XxXxxxx ("XcGaxxx") xnd Allex Xxxxxxx ("Xilmxxx"), and the other shareholders of the Company listed as Non-Management Shareholders on the signature pages hereto (collectively, the "Non-Management Shareholders and, together with McGaxxx xxx Gilmour, the "Selling Shareholders").
Minority Shareholders. The Company, Buyer, McGaxxx, xxd Accu-Fab agree that this Agreement may be executed only by themselves, without Gilmour and with each of the Non-Management Shareholders other than Accu-Fab, (the "Minority Shareholders"), executing a "Non-Management Shareholder's Certification and Release" in lieu of this Agreement; provided further, that this Agreement shall be valid and binding upon the signatories, and the Closing shall occur, whether or not any such Minority Shareholders execute and deliver such Non-Management Shareholder's Certification and Releases. It is further agreed that Buyer may waive the requirement stated in Section 1.6 to this Agreement that a minimum of 90% in interest of the Shares held by the Selling Shareholders execute and deliver this Agreement and tender said minimum 90% of such Shares. * * *
Minority Shareholders.
(a) The following resolutions by the Supervisory Board shall require the prior approval of the Supervisory Board with the affirmative vote of at least one of the Designated Independent Non-Executives:
(i) issuing additional shares in the capital of the Company for cash without offering pre-emption rights to minority shareholders in the Company;
(ii) agreeing and entering into a related party transaction between the Offeror on the one hand and any member of the Group on the other hand or any other agreement, in each case, which is not at arm's length; and
(iii) the proposal to the general meeting of shareholders of the Company of any other resolution which disproportionally prejudices the value of, or the rights relating to, the shares held by the minority shareholders in the Company.
