Common use of Additional Parties; Joinder Clause in Contracts

Additional Parties; Joinder. Subject to the prior written consent of the holders of a majority of the Parthenon Investor Registrable Securities and the holders of a majority of the Xxxxx Investor Registrable Securities, the Company may permit any Person who acquires Class A Shares or rights to acquire Class A Shares from the Company (including, without limitation, Class A Shares that are issuable by means of an exchange of Holdco Units and Class B Shares or Class C Shares, as applicable, by such Person pursuant to the terms of the Holdings LLC Agreement, or Class D Shares) after the date hereof to become a party to this Agreement and to succeed to all of the rights and obligations of a “holder of Registrable Securities” under this Agreement by obtaining an executed joinder to this Agreement from such Person in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such Person, the Class A Shares or rights to acquire Class A Shares acquired by such Person (the “Acquired Class A Shares”) shall be Parthenon Investor Registrable Securities, Xxxxx Investor Registrable Securities or Other Investor Registrable Securities, as the case may be hereunder, such Person shall be a “holder of Registrable Securities” under this Agreement with respect to the Acquired Class A Shares, and the Company shall add such Person’s name and address to the appropriate schedule hereto and circulate such information to the parties to this Agreement.

Additional Parties; Joinder. Subject to the prior written consent of the holders of a majority of the Parthenon Investor Registrable Securities and the holders of a majority of the Xxxxx Investor Registrable Securities, the Company may permit any Person who acquires Class A Shares or rights to acquire Class A Shares from the Company (including, without limitation, Class A Shares that are issuable by means of an exchange of Holdco Units and Class B Shares or Class C Shares, as applicable, by such Person pursuant to the terms of the Holdings LLC Agreement, or Class D Shares) after the date hereof to become a party to this Agreement and to succeed to all of the rights and obligations of a “holder of Registrable Securities” under this Agreement by obtaining an executed joinder to this Agreement from such Person in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such Person, the Class A Shares or rights to acquire Class A Shares acquired by such Person (the “Acquired Class A Shares”) shall be Parthenon Investor Registrable Securities, Xxxxx Investor Registrable Securities, Executive Registrable Securities or Other Investor Registrable Securities, as the case may be hereunder, such Person shall be a “holder of Registrable Securities” under this Agreement with respect to the Acquired Class A Shares, and the Company shall add such Person’s name and address to the appropriate schedule hereto and circulate such information to the parties to this Agreement.

Additional Parties; Joinder. Subject to The Company (i) may, with the prior written consent of the holders Holders of a majority of the Parthenon Investor Registrable Securities and the holders of a majority of the Xxxxx Investor Registrable Securities, the Company may permit any Person who acquires Class A Shares or rights to acquire Class A Shares from the Company (including, without limitation, Class A Shares that are issuable by means of an exchange of Holdco Units and Class B Shares or Class C Shares, as applicable, by such Person pursuant to the terms of the Holdings LLC Agreement, or Class D Shares) after the date hereof hereof, and (ii) shall permit any Permitted Transferee of Registrable Securities to become a party to this Agreement and to succeed to all of the rights and obligations of a “holder Holder of Registrable Securities” under this Agreement by obtaining an executed joinder to this Agreement from such Person in substantially the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such Person, the Class A Shares or rights to acquire Class A Shares acquired by such Person (the “Acquired Class A Shares”) shall be Parthenon Investor Registrable Securities, Xxxxx Investor Registrable Securities or Other Investor Registrable Securities, as hereunder (provided such Shares otherwise meet the case may be hereunderdefinition thereof included in this Agreement), such Person shall be a “holder Holder of Registrable Securities” under this Agreement with respect to the Acquired Class A SharesShares (provided that any Permitted Transferee that qualifies as such pursuant to clause (i) of the definition thereof must remain an Affiliate of such Holder at the time of exercising any rights hereunder), and the Company shall add such Person’s name and address to the appropriate schedule hereto and circulate such information to the parties to this Agreement.

Additional Parties; Joinder. (a) Subject to the prior written consent of the holders of a majority of the Parthenon Investor Registrable Securities Majority Whitney Holders and the holders of a majority of the Xxxxx Investor Registrable SecuritiesMajority Xxxx Holders, the Company may permit any Person who acquires Class A Shares Common Stock or rights to acquire Class A Shares Common Stock from the Company (including, without limitation, Class A Shares that are issuable by means of an exchange of Holdco Units and Class B Shares or Class C Shares, as applicable, by such Person pursuant to the terms of the Holdings LLC Agreement, or Class D Shares) after the date hereof to become a party to this Agreement and to succeed to all of the rights and obligations of a “holder of Registrable Securities” under this Agreement by obtaining an executed joinder to this Agreement from such Person in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such Person, the Class A Shares or rights to acquire Class A Shares Common Stock acquired by such Person (the “Acquired Class A Shares”) shall be Parthenon Investor Sponsor Registrable Securities, Xxxxx Investor Executive Registrable Securities or Other Investor Registrable Securities, as determined by the case may be hereunderMajor Sponsors, such Person shall be a “holder of Registrable Securities” under this Agreement with respect to the Acquired Class A Shares, and the Company shall add such Person’s name and address to the appropriate schedule hereto and circulate such information to the parties to this Agreement. (b) Notwithstanding anything to the contrary contained herein, except in the case of (i) a transfer to the Company, (ii) a transfer by any Sponsor to its limited partners or members following which such limited partners or members will not hold Registrable Securities, (iii) a Public Offering, (iv) a sale pursuant to Rule 144 after the closing of the IPO or (v) a transfer in connection with a Sale of the Company, prior to transferring any Registrable Securities to any Person (including, without limitation, by operation of law), the transferring holder shall cause the prospective transferee to execute and deliver to the Company a Joinder agreeing to be bound by the terms of this Agreement. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement or the Stockholders Agreement shall be void, and the Company shall not record such transfer on its books or treat any purported transferee of such Registrable Securities as the owner thereof for any purpose.

Additional Parties; Joinder. Subject to the prior written consent of the holders of a majority of the Parthenon Investor Registrable Securities and the holders of a majority of the Xxxxx Investor Registrable Securitieseach Controlling Holder, the Company Corporation may permit make any Person who acquires Class A Shares Common Stock, Class C Common Stock, or rights to acquire Class A Shares Common Stock from the Company (including, without limitation, Class A Shares that are issuable by means of an exchange of Holdco Units and Class B Shares or Class C Shares, as applicable, by such Person pursuant to the terms of the Holdings LLC Agreement, or Class D Shares) Corporation after the date hereof to become (including without limitation any Person who acquires Common Units) a party to this Agreement (each such Person, an “Additional Holder”) and to succeed to all of the rights and obligations of a “holder of Registrable Securities” Holder under this Agreement by obtaining an executed joinder to this Agreement from such Person Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such PersonAdditional Holder, the Class A Shares Common Stock (or rights to acquire shares of Class A Shares Common Stock to be issued upon the conversion of the undersigned’s shares of Class C Common Stock) of the Corporation acquired by such Person Additional Holder or issuable upon redemption or exchange of Common Units acquired by such Additional Holder (the “Acquired Class A SharesCommon”) shall be Parthenon Investor Registrable Securities, Xxxxx Investor Registrable Securities or Other Investor Registrable Securities, as to the case may be hereunderextent provided herein, such Person Additional Holder shall be a “holder of Registrable Securities” Holder under this Agreement with respect to the Acquired Class A SharesCommon, and the Company Corporation shall add such PersonAdditional Holder’s name and address to the appropriate schedule hereto Schedule of Holders and circulate such information to the parties to this Agreement.

Additional Parties; Joinder. Subject In addition to Persons who may become Holders pursuant to Section 12 or Section 14(f) hereof, subject to the prior written consent of the holders of a majority each representative on behalf of the Parthenon Investor Registrable Securities and respective Holders the holders of a majority of the Xxxxx Investor Registrable Securities, the Company Corporation may permit make any Person who acquires Class A Shares Common Stock or rights to acquire Class A Shares Common Stock from the Company (including, without limitation, Class A Shares that are issuable by means of an exchange of Holdco Units and Class B Shares or Class C Shares, as applicable, by such Person pursuant to the terms of the Holdings LLC Agreement, or Class D Shares) Corporation after the date hereof to become (including without limitation any Person who acquires Common Units) a party to this Agreement (each such Person, an “Additional Holder”) and to succeed to all of the rights and obligations of a “holder of Registrable Securities” Holder under this Agreement by obtaining an executed joinder to this Agreement from such Person Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such PersonAdditional Holder, the Class A Shares or rights to acquire Class A Shares Common Stock of the Corporation acquired by such Person Additional Holder or issuable upon redemption or exchange of Common Units acquired by such Additional Holder (the “Acquired Class A SharesCommon”) shall be Parthenon Investor Registrable Securities, Xxxxx Investor Registrable Securities or Other Investor Registrable Securities, as to the case may be hereunderextent provided herein, such Person Additional Holder shall be a “holder of Registrable Securities” Holder under this Agreement with respect to the Acquired Class A SharesCommon, and the Company Corporation shall add such PersonAdditional Holder’s name and address signature page to the appropriate schedule hereto and this Agreement circulate such information updated agreement to the parties to this Agreement.

Additional Parties; Joinder. Subject During the term of this Agreement, the Company shall not, without the prior written consent of each Holder, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration statement, other than on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all Registrable Securities that they wish to so include, or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder. Notwithstanding the foregoing, subject to the prior written consent of the holders of a majority of the Parthenon Investor Registrable Securities and the holders of a majority of the Xxxxx Investor Registrable Securitieseach Holder, the Company may permit make any Person who acquires Class A Shares Shares, or rights to acquire Class A Shares from the Company (including, without limitation, Class A Shares that are issuable by means of an exchange of Holdco Units and Class B Shares or Class C Shares, as applicable, by such Person pursuant to the terms of the Holdings LLC Agreement, or Class D Shares) after the date hereof to become a party to this Agreement (each such Person, an “Additional Holder”) and to succeed to all of the rights and obligations of a “holder of Registrable Securities” Holder under this Agreement by obtaining an executed joinder to this Agreement Xxxxxxx from such Person in the form of Exhibit A attached hereto (a “Joinder”)Additional Holder. Upon the execution and delivery of a Joinder by such PersonAdditional Holder, the Class A Shares (or rights Shares to acquire Class A Shares be issued upon the conversion of the undersigned’s shares into Shares) acquired by such Person Additional Holder (the “Acquired Class A Shares”) shall be Parthenon Investor Registrable Securities, Xxxxx Investor Registrable Securities or Other Investor Registrable Securities, as to the case may be hereunderextent provided herein, such Person Additional Holder shall be a “holder of Registrable SecuritiesHolder” under this Agreement with respect to the Acquired Class A Shares, and the Company shall add such PersonAdditional Holder’s name and address to the appropriate schedule hereto Schedule of Holders and circulate such information to the parties to this Agreement.

Additional Parties; Joinder. Subject to the prior written consent of the holders of a majority of the Parthenon Investor Registrable Securities and the holders of a majority of the Xxxxx Investor Registrable SecuritiesSection5, the Company may permit shall require any Person who acquires Class A Shares any shares of Common Stock (whether from another Stockholder or rights to acquire Class A Shares from the Company (includingCompany, without limitation, Class A Shares that are issuable by means including upon exercise or conversion of an exchange of Holdco Units and Class B Shares or Class C Shares, as applicable, by such Person pursuant to the terms of the Holdings LLC Agreement, or Class D Sharesany Equity Securities) after the date hereof (the “Acquired Securities”) to become a party to this Agreement and to succeed to all of the rights and obligations of a “holder of Registrable SecuritiesStockholder Shares” under this Agreement by obtaining an executed joinder to this Agreement from such Person in the form of Exhibit A B attached hereto (a “Joinder”)hereto. Upon the execution and delivery of a Joinder the joinder by such Person, the Class A Shares or rights to acquire Class A Shares acquired by such Person (the “Person’s Acquired Class A Shares”) Securities shall be Parthenon Investor Registrable Securities, Xxxxx Investor Registrable Securities or Other Investor Registrable Securities, as the case may be Stockholder Shares hereunder, and such Person shall be a “holder of Registrable SecuritiesStockholder Shares” under this Agreement with respect to the Acquired Class Securities. Furthermore, to the extent such person (i) is an employee of the Company or any of its Subsidiaries, or acquires such Acquired Securities from a Management Stockholder, such Person shall be deemed to be a “Management Stockholder” hereunder, (ii) acquires such Acquired Securities from a Co-Investor, such Person shall be deemed to be a “Co-Investor” hereunder, or (iii) acquires such Acquired Securities from a WCAS Investor or its Transferees, such Person shall be deemed to be a “WCAS Investor” hereunder. Each Additional Stockholder shall be added by the Company to Schedule A Sharesattached hereto, and the Company shall add amend and restate such Person’s name and address Schedule A from time to time to reflect the appropriate schedule hereto and circulate addition of such information Additional Stockholders; provided, that such amendment shall not be subject to the parties to Section 15 of this Agreement.

Additional Parties; Joinder. (a) Subject to the prior written consent of the holders of a majority of the Parthenon Investor Registrable Securities Majority Whitney Holders and the holders of a majority of the Xxxxx Investor Registrable SecuritiesMajority Xxxx Holders, the Company may permit any Person who acquires Class A Shares Common Stock or rights to acquire Class A Shares Common Stock from the Company (including, without limitation, Class A Shares that are issuable by means of an exchange of Holdco Units and Class B Shares or Class C Shares, as applicable, by such Person pursuant to the terms of the Holdings LLC Agreement, or Class D Shares) after the date hereof to become a party to this Agreement and to succeed to all of the rights and obligations of a “holder of Registrable Securities” under this Agreement by obtaining an executed joinder to this Agreement from such Person in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such Person, the Class A Shares or rights to acquire Class A Shares Common Stock acquired by such Person (the “Acquired Class A Shares”) shall be Parthenon Investor Sponsor Registrable Securities, Xxxxx Investor Executive Registrable Securities or Other Investor Registrable Securities, as determined by the case may be hereunderMajor Sponsors, such Person shall be a “holder of Registrable Securities” under this Agreement with respect to the Acquired Class A Shares, and the Company shall add such Person’s name and address to the appropriate schedule hereto and circulate such information to the parties to this Agreement. (b) Notwithstanding anything to the contrary contained herein, except in the case of (i) a transfer to the Company, (ii) a transfer by any Sponsor to its limited partners or members following which such limited partners or members will not hold Registrable Securities, (iii) a Public Offering, (iv) a sale pursuant to Rule 144 after the completion of the IPO or (v) a transfer in connection with a Sale of the Company, prior to transferring any Registrable Securities to any Person (including, without limitation, by operation of law), the transferring holder shall cause the prospective transferee to execute and deliver to the Company a Joinder agreeing to be bound by the terms of this Agreement. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement or the Stockholders Agreement shall be void, and the Company shall not record such transfer on its books or treat any purported transferee of such Registrable Securities as the owner thereof for any purpose.

Additional Parties; Joinder. Subject to the prior written consent of the holders of a majority of the Parthenon Investor Registrable Securities and the holders of a majority of the Xxxxx Investor Registrable Securitieseach Holder, the Company Corporation may permit make any Person who acquires Class A Shares Common Stock or rights to acquire Class A Shares Common Stock from the Company (including, without limitation, Class A Shares that are issuable by means of an exchange of Holdco Units and Class B Shares or Class C Shares, as applicable, by such Person pursuant to the terms of the Holdings LLC Agreement, or Class D Shares) Corporation after the date hereof to become (including without limitation any Person who acquires Class B Common Stock that is convertible into Class A Common Stock or acquires Units) a party to this Agreement (each such Person, an “Additional Holder”) and to succeed to all of the rights and obligations of a “holder of Registrable Securities” Holder under this Agreement by obtaining an executed joinder to this Agreement from such Person Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such PersonAdditional Holder, the Class A Shares Common Stock (or rights to acquire shares of Class A Shares Common Stock issuable upon the conversion of shares of Class B Common Stock) of the Corporation acquired by such Person Additional Holder or issuable upon redemption or exchange of Units acquired by such Additional Holder (the “Acquired Class A SharesCommon”) shall be Parthenon Investor Registrable Securities, Xxxxx Investor Registrable Securities or Other Investor Registrable Securities, as to the case may be hereunderextent provided herein, such Person Additional Holder shall be a “holder of Registrable Securities” Holder under this Agreement with respect to the Acquired Class A SharesCommon, and the Company Corporation shall add such PersonAdditional Holder’s name and address to the appropriate schedule hereto Schedule of Holders and circulate such information to the parties to this Agreement.