Common use of Additional Holders Clause in Contracts

Additional Holders. (a) To the extent that a Holder validly transfers any or all of such Holder’s Paired Interests to another Person in a transaction in accordance with, and not in contravention of, the LLC Agreement or the Registration Rights Agreement, as applicable, then such transferee (each, a “Permitted Transferee”) shall have the right, in connection with such transaction, to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such Permitted Transferee shall become a Holder hereunder. (b) To the extent the Company issues additional Units, then any holder of such Units shall have the right to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such holder shall become a Holder hereunder; provided, however, that PubCo may delay the initial exercisability of the Exchange right by such new Holder to the extent PubCo in its sole discretion deems appropriate to facilitate compliance with the Securities Act.

Appears in 3 contracts

Samples: Exchange Agreement (Global Gas Corp), Unit Purchase Agreement (Dune Acquisition Corp), Exchange Agreement (AmeriHome, Inc.)

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Additional Holders. (a) To the extent that a Holder validly transfers any or all of such Holder’s Paired Partnership Interests to another Person in a transaction in accordance with, and not in contravention of, the LLC Agreement or the Registration Rights LP Agreement, as applicable, then such transferee (each, a “Permitted Transferee”) shall have the right, in connection with such transaction, to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such Permitted Transferee shall become a Holder hereunder. (b) To the extent the Company Partnership issues additional UnitsUnits and Rights in the future, then any the holder of such Units and Rights shall have the right to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such holder shall become a Holder hereunder; provided, however, that PubCo TILT may delay the initial exercisability of the Exchange right by such new Holder to the extent PubCo TILT in its sole discretion deems appropriate to facilitate compliance with the Securities Act. (c) From and after the date hereof, each Non-Party Partner shall have the right to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such Non-Party Partner shall become a Holder for all purposes hereunder.

Appears in 2 contracts

Samples: Exchange Agreement (TILT Holdings Inc.), Exchange Agreement (TILT Holdings Inc.)

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Additional Holders. (a) To the extent that a Holder validly transfers any or all of such Holder’s Paired Interests to another Person in a transaction in accordance with, and not in contravention of, the LLC Agreement or the Registration Rights Agreement, as applicable, then such transferee (each, a “Permitted Transferee”) shall have the right, in connection with such transaction, to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such Permitted Transferee shall become a Holder hereunder. (b) To the extent the Company issues additional Common Units, then any holder of such Common Units shall have the right to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such holder shall become a Holder hereunder; provided, however, that PubCo may delay the initial exercisability of the Exchange right by such new Holder to the extent PubCo in its sole discretion deems appropriate to facilitate compliance with the Securities Act.

Appears in 1 contract

Samples: Exchange Agreement (Nextracker Inc.)

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