Additional Sellers. If, following the date hereof, the Sellers determine that any assets, properties or rights that would be Transferred Assets if owned by the Sellers as of the date hereof are in fact owned by Affiliates of the Sellers which are not parties to this Agreement as of the date hereof, the parties hereto and each such Affiliate of the Sellers shall execute a mutually agreeable joinder to this Agreement pursuant to which all such Affiliates shall be made a party to this Agreement and thereafter shall be considered “Sellers” for all purposes hereof.
Additional Sellers. Prior to the Closing, each Additional Seller shall place (i) one or more stock certificates, registered in such Additional Seller's name, representing the number of Seller's Shares of such Additional Seller set forth opposite such Additional Seller's name on Adjusted Annex A, duly endorsed or accompanied by duly executed stock powers in blank and having all necessary stock transfer tax stamps affixed thereto at the expense of such Additional Seller in form suitable for transfer of valid title thereto to Buyer free and clear of any Encumbrances (other than restrictions on transfer under applicable Securities Laws and restrictions on transfer contained in Sections 3 and 5 of the Stockholders' Agreement) in custody, for delivery under this Agreement, under the Custody Agreement and/or (ii) a written notice, in form and substance acceptable to the Company, specifying that, effective upon consummation of the transaction contemplated by this Agreement, vested options to purchase shares of Common Stock held by such Additional Seller shall be exercised for that number of Seller's Shares of such Additional Seller set forth opposite such Additional Seller's name on Adjusted Annex A less such number of Seller's Shares represented by stock certificates placed in custody under the Custody Agreement pursuant to clause (i) above, accompanied by duly executed stock powers in blank and having all necessary stock transfer tax stamps affixed thereto at the expense of such Additional Seller in form suitable for transfer of valid title to such Seller's Shares to be issued upon exercise of such vested options to Buyer free and clear of any Encumbrances (other than restrictions on transfer under applicable Securities Laws and restrictions on transfer contained in Sections 3 and 5 of the Stockholders' Agreement) in custody, for delivery under this Agreement, under the Custody Agreement. At the Closing, the Buyer will deliver to the Custodian the Individual Closing Consideration payable to all Additional Sellers in same day funds by wire transfer to an account at a bank acceptable to the Custodian drawn to the order of the Custodian and the Custodian will (i) deliver to the Company the aggregate exercise price for all options placed in custody under the Custody Agreement to be exercised upon consummation of the transaction contemplated by this Agreement and the aggregate amount of any applicable withholding Taxes, (ii) deliver to the Buyer all such Seller's Shares of the Additiona...
Additional Sellers. Seller may designate additional or substitute Persons to be included as Sellers under this Agreement by an amendment to this Agreement if Buyer is permitted to consent to such designation under the Trust Receivables Purchase Agreement or Transfer Agreement, as applicable.
Additional Sellers. The Bank may designate Affiliates of the Bank to be included as Sellers (“Additional Sellers”) under this Agreement by an amendment hereto pursuant to Section 13.01(a) and each Additional Seller shall be issued a Supplemental Certificate pursuant to Section 6.03(c) reflecting such Additional Seller’s interest in the Sellers’ Interest; provided, however, that prior to any such designation and issuance the conditions set forth in Section 6.03(c) shall have been satisfied with respect thereto.
Additional Sellers. From time to time during the term of this Agreement, the Seller Representative may request that one or more of its Affiliates be added as an additional seller (each, an “Additional Seller”) under this Agreement. Any such request shall be made by the Seller Representative to the Administrative Agent and the Purchasers, and provided that the Additional Seller Conditions Precedent are satisfied (as determined by each Purchaser in its sole and absolute discretion), the Administrative Agent (at the direction of the Purchasers) shall approve any such request. In the event that any such request is approved, prior to becoming an Additional Seller such approved Affiliate must execute a Joinder Agreement and deliver the same to the Administrative Agent and the Purchasers. Once an Affiliate has been added as an Additional Seller hereunder, such Additional Seller shall be a Seller hereunder, and each reference in this Agreement to “Seller” or “Sellers” shall also mean and be a reference to such Additional Seller.
Additional Sellers. The Depositor and the Depositor Loan Trustee agree that, subject to the satisfaction of the conditions set forth below, any Affiliate of OneMain Financial may be added as a party to this Agreement (an “Accession”) as a “Seller” (each such Person, an “Additional Seller”), upon the Depositor’s and the Depositor Loan Trustee’s receipt of a written request from OneMain Financial requesting that such Additional Seller be added to this Agreement as a Seller at least five (5) days prior to the first proposed sale of Eligible Loans by such Additional Seller:
(a) the Depositor shall have delivered to the Indenture Trustee a fully executed copy of an Accession Agreement substantially in the form of Exhibit C hereto with respect to such Additional Seller;
(b) notice of any Accession and the related Additional Seller shall have been provided to each Rating Agency;
(c) there shall have been delivered to the Indenture Trustee (on behalf of the Noteholders) an Officer’s Certificate of OneMain Financial stating that such Accession is not reasonably expected to result in an Adverse Effect;
(d) the duties and obligations of the Additional Seller under this Agreement shall be fully guaranteed by the Performance Support Provider pursuant to the Performance Support Agreement; and
(e) as of the effective date of such Accession, the conditions precedent applicable to such Additional Seller as set forth in Exhibit D shall have been fulfilled. Upon the effectiveness of any Accession, this Agreement shall be deemed amended to include the proposed Additional Seller as a “Seller” hereunder.
Additional Sellers. In the event that Pledgor, in accordance with the terms of the Pledge and Security Agreement and the other Repurchase Documents, forms or acquires a new Subsidiary and such Subsidiary is intended to be a Seller under the Repurchase Agreement, within ten (10) Business Days after such formation or acquisition, (a) Guarantor shall notify Buyer of such formation or acquisition, (b) Guarantor shall pledge in favor of Buyer all of the Equity Interests held by Guarantor in each such Subsidiary and take all such further action as Buyer shall deem reasonably necessary or advisable (including the execution of financing statements and any additional security agreements or amendments thereto) in order to effect and perfect such pledge, (c) (i) such Subsidiary shall promptly deliver to Buyer a properly completed and duly executed Additional Seller Joinder Agreement and satisfy all other conditions set forth in the Repurchase Agreement for such joinder and (ii) Guarantor shall promptly deliver to Buyer a new Compliance Certificate reflecting the addition of such Subsidiary. Guarantor may also have Subsidiaries which are not Sellers under the Repurchase Agreement and own other Equity Interests.
Additional Sellers. Seller may consent to the designation of additional or substitute Persons to be included as “Sellers” under the First Tier Agreement by an amendment to the First Tier Agreement only upon Buyer’s consent.
Additional Sellers. In order for a Subsidiary of Parent that is not a Seller on the date hereof to become a party to this Agreement in the capacity as a Seller, a Joinder Agreement for such Subsidiary in the form of Exhibit 1 hereto must have been executed by all requisite parties thereto and have been delivered to the Administrative Agent.
Additional Sellers. Immediately following the execution of this Agreement, the Major Sellers shall use commercially reasonable efforts to cause each of the Persons set forth on Schedule 2.1 as a “Joinder Party” (each, a “Joinder Party”) to sign a joinder to this Agreement, in substantially the form attached hereto as Exhibit C (a “Joinder”), with respect to the TE Units and Class B Shares specified on Schedule 2.1 opposite such Joinder Party’s name, and the Parties hereby agree to accept each Joinder upon execution thereof. To the extent any such Person executes a Joinder, (a) such Person shall constitute and be deemed to be a “Sponsor” and a “Seller” for all purposes under this Agreement, and the TE Units and Class B Shares to which such Joinder relates shall constitute and be deemed to be “Subject Interests” for all purposes under this Agreement, and (b) the Purchase Price shall be adjusted upward to reflect the portion of the Purchase Price with respect to the TE Units an Class B Shares to which such Joinder relates.
