In addition, Merlin reserves the right to deem any company not to fulfil the Membership Criteria (i) where the supervisory board of Merlin reasonably believes such company’s membership would be or is incompatible with the achievement of Merlin’s objectives; or (ii) where such company is not in any continuous period of 12 months (throughout which it is a member of Merlin) participating in at least one Merlin agreement for which its rights are available (provided Merlin has afforded it the opportunity to participate in at least two such agreements) and may refuse membership to any company which has not supplied, to Merlin’s satisfaction, all information required by Merlin as part of the membership application process including without limitation comprehensive meta data as to its catalogue of recorded music and video.
The supervisory board of Merlin may however, in its discretion, depending on circumstances (and with due regard to legal advice in particular as to competition law matters) accept an application for membership from a company which does not fulfil the ownership criteria or deem such a company to continue to fulfil the Membership Criteria.
For these purposes:
the term “company” includes any company, corporation, partnership, sole trader or other business;
a "non qualifying company" is any company with a 5% or more annual share of the global recorded music market;
a “non qualifying group of companies” is any group of companies (i.e. a company, any holding company for the time being of such company and any subsidiary for the time being of such company or of any such holding company)) whose aggregate annual share of the global record music market is 5% or more;
a company “controls” another where it either holds or controls a majority of the voting rights in a company, has the right to appoint or remove a director of a company or has the right to exercise a dominant influence over a company;
additionally, a company controls another company if it owns or controls 50% or more of a company which controls such company; and
a company (the “owner”) is deemed to “own” shares where shares are held by a person acting on behalf of the owner or are owned by a company 50% or more owned by the owner.