Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Common Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of shares of Common Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Stockholder hereunder. Each such person shall thereafter be deemed a Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Common Stock described in Subsection 5.1(a) above), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.
Appears in 5 contracts
Samples: Voting Agreement, Asset Acquisition Agreement (Cesca Therapeutics Inc.), Voting Agreement (Cesca Therapeutics Inc.)
Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Common Series F Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of any shares of Common Series F Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a an Investor and Stockholder hereunder. Each In either event, each such person shall thereafter be deemed a an Investor and Stockholder for all purposes under this Agreement.
(b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Common Stock described in Subsection 5.1(a) above)Person, then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.
Appears in 3 contracts
Samples: Voting Agreement (Yext, Inc.), Voting Agreement (Yext, Inc.), Voting Agreement (Yext, Inc.)
Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Common Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of shares of Common Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit AA (or any other joinder agreement acceptable to the Company), or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a an Investor and Stockholder hereunder. Each In either event, each such person shall thereafter shall be deemed a an Investor and Stockholder for all purposes under this Agreement.
(b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue issues shares of capital stock to such Person (other than to a purchaser of Common Preferred Stock described in Subsection 5.1(aSection 8.1(a) above), then, then the Company shall cause such Person, as a condition precedent to entering into issuing such agreementshares, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing A or any other agreement acceptable to the Company pursuant to which such Person agrees to be bound by and subject to the terms of this Agreement as (i) a Key Holder or Investor, as determined by the Company, and (ii) a Stockholder and thereafter such person shall be deemed a Key Holder or Investor, as applicable, and Stockholder for all purposes under this Agreement.
Appears in 3 contracts
Samples: Voting Agreement (Mode Mobile, Inc.), Voting Agreement (Mode Mobile, Inc.), Voting Agreement (Mode Mobile, Inc.)
Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Common Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of shares of Common Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a an Investor and Stockholder hereunder. Each In either event, each such person shall thereafter be deemed a an Investor and Stockholder for all purposes under this Agreement.
(b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Common Preferred Stock described in Subsection 5.1(a7.1(a) above), and, following such issuance, such Person would hold at least 1% of the then outstanding capital stock of the Company (determined on a fully-diluted basis, after giving effect to the exercise and/or conversion of all Preferred Stock and other convertible securities of the Company), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Winc, Inc.), Voting Agreement (Winc, Inc.)
Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Common Preferred Stock to a Person who is not already a party to this Agreement (“New Investor”) after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of shares of Common Stock such New Investor become a party to this Agreement by executing and delivering (i) the an Adoption Agreement in substantially the form attached to this Agreement hereto as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Stockholder hereunder. A. Each such person New Investor shall thereafter be deemed a an Investor and Stockholder for all purposes under this Agreement.
(b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock stock, including any Exercisable Securities, to such Person (other than to a purchaser of Common Preferred Stock described in Subsection 5.1(aSection 8.2(a) above), thenfollowing which such Person shall hold shares of capital stock constituting one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exercised), then the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person Person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement.
Appears in 2 contracts
Samples: Stockholders Agreement (Blueprint Medicines Corp), Stockholders Agreement
Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Common Stock Preferred Shares after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Common Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Stockholder an Investor and Shareholder hereunder. Each In either event, each such person Person shall thereafter be deemed a Stockholder an Investor and Shareholder for all purposes under this Agreement.
(b) In the event that . [If after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock the Company to such Person (other than to a purchaser of Common Stock Preferred Shares described in Subsection 5.1(aSection 7.1(a) above), [following which such Person shall hold Shares constituting one percent or more of the Company’s then outstanding share capital (treating for this purpose all Common Shares issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged)], then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder [Key Holder and] Shareholder and thereafter such person Person shall be deemed a Stockholder Shareholder for all purposes under this Agreement.Agreement.]30
Appears in 1 contract
Samples: Voting Agreement
Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Class A Common Stock or Class B Common Stock after the date hereof, as a condition to the issuance any acquiror of such shares the Company shall require that any purchaser of shares of Class A Common Stock or Class B Common Stock may become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached an additional counterpart signature page to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Stockholder hereunder. Each such person thereafter shall thereafter be deemed a Stockholder an “Investor” for all purposes under this Agreementhereunder. In such case, Schedule A hereto may be amended by the Company to add such person without the consent of the other parties hereto.
(b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Class A Common Stock or Class B Common Stock described in Subsection 5.1(a6.1(a) above), thenfollowing which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder Key Common Holder and thereafter such person shall be deemed a Stockholder Key Common Holder for all purposes under this Agreement. In such case, Schedule B hereto may be amended by the Company to add such person without the consent of the other parties hereto.
Appears in 1 contract
Samples: Voting Agreement (Myriant Corp)
Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Common Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of shares of Common Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a an Investor and Stockholder hereunder. Each In either event, each such person shall thereafter shall be deemed a an Investor and Stockholder for all purposes under this Agreement.
(b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Common Preferred Stock described in Subsection 5.1(a) above), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.
Appears in 1 contract