Common use of Additional Sellers Clause in Contracts

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 Additional Sellers (including Seller's Shares issued upon exercise of options placed in custody under the Custody Agreement) and (iii) deliver to each Additional Seller the consideration payable to such Additional Seller pursuant to Section 1.1 and the Custody Agreement on the Closing Date less the sum of (i) the exercise price for any options placed in custody under the Custody Agreement by such Additional Seller and that were exercised upon consummation of the transactions contemplated hereby and (ii) the amount of any applicable withholding Taxes. Payment by Buyer to the Custodian of that portion of the Aggregate Purchase Price payable to the Additional Sellers in accordance with this Section 2.2 and the Custody Agreement shall fully satisfy and discharge Buyer's payment obligations due as of the Closing Date to the Additional Sellers.

Additional Sellers. Prior Subject to the Closing, each Additional Seller shall place (i) one or more stock certificates, registered in such Additional Seller's name, representing the number terms and conditions 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 Taxesother Repurchase Documents, including the separateness provisions set forth in Article 9, Pledgor may from time to time form additional Subsidiaries in order to become additional Sellers hereunder and, in each case, the initial Seller hereunder shall, within ten (10) days after such formation, (iia) notify Buyer of such formation, (b) cause Pledgor to pledge in favor of Buyer all of the Equity Interests held by Pledgor 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) cause such Subsidiary of Pledgor to deliver to Buyer a properly completed and duly executed Additional Seller Joinder Agreement, (d) deliver fully-executed joinder agreements relating to such additional Seller’s joinder to the Custodial Agreement, the Servicing Agreement, the Fee Letter and the Controlled Account Agreement, and cause the additional Seller to execute and deliver a new Power of Attorney to Buyer, (e) provide updated copies to Buyer of each of the legal opinions delivered to Buyer on the Closing Date, and (f) deliver to Buyer copies of all lien searches and authorizing documentation required by Buyer, including secretary’s certificates and resolutions, together with a new Compliance Certificate reflecting and confirming the Buyer all addition of such Seller's Shares Subsidiary as an additional Seller hereunder. Thereafter, upon the subsequent delivery of the Additional Sellers (including Seller's Shares issued upon exercise of options placed in custody under the Custody Agreement) and (iii) deliver to each Additional Seller the consideration payable to such Additional Seller pursuant to Section 1.1 and the Custody Agreement on the Closing Date less the sum of (i) the exercise price for any options placed in custody under the Custody Agreement by such Additional Seller and that were exercised upon consummation of the transactions contemplated hereby and (ii) the amount of any applicable withholding Taxes. Payment by written notice from Buyer to the Custodian initial Seller that the related proposed additional Seller has satisfied all of that portion of Buyer’s “Know Your Customer”, Anti-Corruption Laws, Sanctions and Anti-Money Laundering Laws diligence, the Aggregate Purchase Price payable to the Additional Sellers in accordance with this Section 2.2 and the Custody Agreement proposed additional Seller shall fully satisfy and discharge Buyer's payment obligations due as of the Closing Date to the Additional Sellersbe a Seller hereunder.

Additional Sellers. Prior The Borrower may, with the consent of the Administrative Agent, consent to add Additional Sellers to the ClosingReceivables Sale Agreement if: (A) such Additional Seller executes a Joinder Agreement in the form attached as Exhibit 1 to the Receivables Sale Agreement, each fully executed by all parties required pursuant to Section 2.09 of the Receivables Sale Agreement; (B) the Administrative Agent shall have received complete Receivables data necessary to populate a Monthly Report or a Weekly Report, as applicable based on the relevant type of report then currently required to be delivered pursuant to Annex 5.02(a), for such proposed Additional Seller, and shall have received such a pro forma Monthly Report or a pro forma Weekly Report, as applicable based on the relevant type of report then currently required to be delivered pursuant to Annex 5.02(a), reasonably satisfactory to them, at least 15 Business Days before the date of the proposed joinder; (C) the addition of such proposed Additional Seller, on a pro forma basis, would not cause a Termination Event or Designated Event to occur; (D) the proposed Additional Seller shall place have satisfied the conditions precedent applicable to a Seller that was a Seller on the Initial Funding Date, mutatis mutandis; (iE) one or more stock certificatesthe aggregate Receivables of the proposed Additional Seller (as of its most recently completed fiscal month), registered in such together with the aggregate Receivables of each other Subsidiary (as of its most recently completed fiscal month before it became an Additional Seller's name) of Parent that has become (or will become on the same date) an Additional Seller pursuant to this subsection (n)(ii) in the current calendar year, representing do not exceed 10% of the number aggregate Receivables of Seller's Shares all Persons that were Sellers (or prior to December 31, 2009, the Sellers as of the Initial Funding Date) as of the December 31st of the immediately preceding calendar year; (F) Borrower (or the Servicer on behalf of the Borrower) shall have provided calculations to the Administrative Agent of pro forma values for the Dilution Trigger Ratio, the Default Trigger Ratio, the Delinquency Trigger Ratio and the Turnover Days Ratio for the most recently completed Settlement Period for which a Determination Date has occurred, and none of such pro forma values shall (on a cumulative basis for all Additional Seller set forth opposite such Additional Seller's name on Adjusted Annex A, duly endorsed or accompanied by duly executed stock powers Sellers joining the Receivables Sale Agreement 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 accordance with this Agreement, under the Custody Agreement and/or clause (ii) during a written noticecalendar year) be more than 5% less favorable to the Lenders than the actual values as of December 31st of the immediately preceding calendar year (in the case of any calculations prior to December 31, 2009), for the Sellers as of the Initial Funding Date; and (G) Parent shall have delivered to the Administrative Agent copies, satisfactory in form and substance acceptable to the CompanyAdministrative Agent, specifying thatof all opinions, effective upon consummation certificates and other documents required to be delivered in accordance with Section 4 of the transaction contemplated by this Agreement, vested options form of Joinder Agreement 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 executed pursuant to clause (iA) above, accompanied by duly executed stock powers in blank above and having all necessary stock transfer tax stamps affixed thereto at other documents related to the expense joinder of such Additional Seller in form suitable for transfer Seller, and a certificate 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 officer of the Additional Sellers (including Seller's Shares issued upon exercise of options placed in custody under the Custody Agreement) and (iii) deliver Seller as to each Additional Seller the consideration payable to such Additional Seller pursuant to Section 1.1 and the Custody Agreement on the Closing Date less the sum of (i) the exercise price for any options placed in custody under the Custody Agreement by such Additional Seller and that were exercised upon consummation satisfaction of the transactions contemplated hereby and requirements of this subsection (ii) the amount of any applicable withholding Taxes. Payment by Buyer to the Custodian of that portion of the Aggregate Purchase Price payable to the Additional Sellers in accordance with this Section 2.2 and the Custody Agreement shall fully satisfy and discharge Buyer's payment obligations due as of the Closing Date to the Additional Sellersn)(ii).

Additional Sellers. Prior At any time prior to the ClosingTermination Date, each Additional Seller Victxx xxx designate any of the Subsidiaries of Thermadyne that is a resident of the United States and of which Thermadyne owns (directly or indirectly) at least eighty percent (80%) of the issued and outstanding equity as an additional "Seller" for purposes of the Program Documents and such Subsidiary shall, subject to the conditions precedent set forth below, become a "Seller" for all purposes and to the same extent as if originally a party to the Program Documents and shall place be bound by and entitled to the benefits of the Program Documents. The addition of any Subsidiary as a "Seller" hereunder shall be subject to the satisfaction of the conditions precedent that (i) one or more stock certificates, registered in such Additional Seller's name, representing the number Servicer shall have delivered to the Trustee (with a copy for the Rating Agency) a pro forma Settlement Statement for the most recent Collection Period which shall recalculate the Applicable Reserve Ratio including the historical performance of Seller's Shares the Receivables of such Additional Seller set forth opposite such Additional 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 noticesuch additional Seller shall have executed an Assumption Agreement substantially in the form of Exhibit C (with the annexes thereto appropriately completed); (iii) except as otherwise contemplated in Section 2.02(b), the representations and warranties made by the Initial Sellers as of the Effective Date shall be made by such additional Seller as of the date of Victor's initial Purchase from it and shall be true and correct as to such additional Seller in all material respects as of such date; (iv) the Servicer, TRI, the Trustee and the Rating Agency shall have received, in form and substance acceptable reasonably satisfactory to each of them, an executed copy of such Assumption Agreement and such evidence of legal existence and good standing, secretary's certificates, UCC lien search reports, UCC financing statements, legal opinions and similar documentation required of the Initial Sellers on or prior to the CompanyEffective Date and such other documentation as may be reasonably required by Victxx, specifying thatXXI or the Trustee; (v) the Rating Agency Condition shall have been satisfied if after giving effect to such addition, effective upon consummation either such additional Seller would be a Significant Seller or more than three (3) Sellers shall have been added in any fiscal year of TRI. Upon the satisfaction of all such conditions precedent with respect to any such additional Seller, each of the transaction contemplated by this Agreement, vested options to purchase shares of Common Stock held by such Additional Seller applicable schedules and exhibits hereto 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 Additional Sellers (including Seller's Shares issued upon exercise of options placed in custody under the Custody Agreement) and (iii) deliver to each Additional Seller the consideration payable to such Additional Seller pursuant to Section 1.1 and the Custody Agreement on the Closing Date less the sum of (i) the exercise price for any options placed in custody under the Custody Agreement by such Additional Seller and that were exercised upon consummation of the transactions contemplated hereby and (ii) the amount of any applicable withholding Taxes. Payment by Buyer to the Custodian of that portion of the Aggregate Purchase Price payable to the Additional Sellers automatically deemed amended in accordance with this Section 2.2 and the Custody Agreement shall fully satisfy and discharge Buyer's payment obligations due as applicable Assumption Agreement, without any further action on the part of any of the Closing Date to the Additional Sellersparties hereto.

Additional Sellers. Prior The Borrower may, with the consent of the Administrative Agent, consent to add Additional Sellers to the ClosingReceivables Sale Agreement if: (A) such Additional Seller executes a Joinder Agreement in the form attached as Exhibit 1 to the Receivables Sale Agreement, each fully executed by all parties required pursuant to Section 2.09 of the Receivables Sale Agreement; (B) the Administrative Agent shall have received complete Receivables data necessary to populate a Monthly Report or a Weekly Report, as applicable based on the relevant type of report then currently required to be delivered pursuant to Annex 5.02(a), for such proposed Additional Seller, and shall have received such a pro forma Monthly Report or a pro forma Weekly Report, as applicable based on the relevant type of report then currently required to be delivered pursuant to Annex 5.02(a), reasonably satisfactory to them, at least 15 Business Days before the date of the proposed joinder; (C) the addition of such proposed Additional Seller, on a pro forma basis, would not cause a Termination Event or Designated Event to occur; (D) the proposed Additional Seller shall place have satisfied the conditions precedent applicable to a Seller that was a Seller on the Initial Funding Date, mutatis mutandis; (iE) one or more stock certificatesthe aggregate Receivables of the proposed Additional Seller (as of its most recently completed fiscal month), registered in such together with the aggregate Receivables of each other Subsidiary (as of its most recently completed fiscal month before it became an Additional Seller's name) of Parent that has become (or will become on the same date) an Additional Seller pursuant to this subsection (n)(ii) in the current calendar year, representing do not exceed 10% of the number aggregate Receivables of Seller's Shares all Persons that were Sellers as of the December 31st of the immediately preceding calendar year; (F) Borrower (or the Servicer on behalf of the Borrower) shall have provided calculations to the Administrative Agent of pro forma values for the Dilution Trigger Ratio, the Default Trigger Ratio, the Delinquency Trigger Ratio and the Turnover Days Ratio for the most recently completed Settlement Period for which a Determination Date has occurred, and none of such pro forma values shall (on a cumulative basis for all Additional Seller set forth opposite such Additional Seller's name on Adjusted Annex A, duly endorsed or accompanied by duly executed stock powers Sellers joining the Receivables Sale Agreement 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 accordance with this Agreement, under the Custody Agreement and/or clause (ii) during a written noticecalendar year) be more than 5% less favorable to the Lenders than the actual values as of December 31st of the immediately preceding calendar year (in the case of any calculations prior to December 31, 2009), for the Sellers as of the Initial Funding Date; and (G) Parent shall have delivered to the Administrative Agent copies, satisfactory in form and substance acceptable to the CompanyAdministrative Agent, specifying thatof all opinions, effective upon consummation certificates and other documents required to be delivered in accordance with Section 4 of the transaction contemplated by this Agreement, vested options form of Joinder Agreement 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 executed pursuant to clause (iA) above, accompanied by duly executed stock powers in blank above and having all necessary stock transfer tax stamps affixed thereto at other documents related to the expense joinder of such Additional Seller in form suitable for transfer Seller, and a certificate 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 officer of the Additional Sellers (including Seller's Shares issued upon exercise of options placed in custody under the Custody Agreement) and (iii) deliver Seller as to each Additional Seller the consideration payable to such Additional Seller pursuant to Section 1.1 and the Custody Agreement on the Closing Date less the sum of (i) the exercise price for any options placed in custody under the Custody Agreement by such Additional Seller and that were exercised upon consummation satisfaction of the transactions contemplated hereby and requirements of this subsection (ii) the amount of any applicable withholding Taxes. Payment by Buyer to the Custodian of that portion of the Aggregate Purchase Price payable to the Additional Sellers in accordance with this Section 2.2 and the Custody Agreement shall fully satisfy and discharge Buyer's payment obligations due as of the Closing Date to the Additional Sellersn)(ii).

Additional Sellers. Prior The Borrower may, with the consent of the Administrative Agent, consent to add Additional Sellers to the ClosingReceivables Sale Agreement if: (A) such Additional Seller executes a Joinder Agreement in the form attached as Exhibit 1 to the Receivables Sale Agreement, each fully executed by all parties required pursuant to Section 2.09 of the Receivables Sale Agreement; (B) the Administrative Agent shall have received complete Receivables data necessary to populate a Monthly Report or a Weekly Report, as applicable based on the relevant type of report then currently required to be delivered pursuant to Annex 5.02(a), for such proposed Additional Seller, and shall have received such a pro forma Monthly Report or a pro forma Weekly Report, as applicable based on the relevant type of report then currently required to be delivered pursuant to Annex 5.02(a), reasonably satisfactory to them, at least 15 Business Days before the date of the proposed joinder; (C) the addition of such proposed Additional Seller, on a pro forma basis, would not cause a Termination Event or Designated Event to occur; (D) the proposed Additional Seller shall place have satisfied the conditions precedent applicable to a Seller that was a Seller on the Initial Funding Date, mutatis mutandis; (iE) one or more stock certificatesthe aggregate Receivables of the proposed Additional Seller (as of its most recently completed fiscal month), registered in such together with the aggregate Receivables of each other Subsidiary (as of its most recently completed fiscal month before it became an Additional Seller's name) of Parent that has become (or will become on the same date) an Additional Seller pursuant to this subsection (n)(ii) in the current calendar year, representing do not exceed 10% of the number aggregate Receivables of Seller's Shares all Persons that were Sellers as of the December 31st of the immediately preceding calendar year; (F) Borrower (or the Servicer on behalf of the Borrower) shall have provided calculations to the Administrative Agent of pro forma values for the Dilution Trigger Ratio, the Default Trigger Ratio, the Delinquency Trigger Ratio and the Turnover Days Ratio for the most recently completed Settlement Period for which a Determination Date has occurred, and none of such pro forma values shall (on a cumulative basis for all Additional Seller set forth opposite such Additional Seller's name on Adjusted Annex A, duly endorsed or accompanied by duly executed stock powers Sellers joining the Receivables Sale Agreement 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 accordance with this Agreement, under the Custody Agreement and/or clause (ii) during a written noticecalendar year) be more than 5% less favorable to the Lenders than the actual values as of December 31st of the immediately preceding calendar year; and (G) Parent shall have delivered to the Administrative Agent copies, satisfactory in form and substance acceptable to the CompanyAdministrative Agent, specifying thatof all opinions, effective upon consummation certificates and other documents required to be delivered in accordance with Section 4 of the transaction contemplated by this Agreement, vested options form of Joinder Agreement 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 executed pursuant to clause (iA) above, accompanied by duly executed stock powers in blank above and having all necessary stock transfer tax stamps affixed thereto at other documents related to the expense joinder of such Additional Seller in form suitable for transfer Seller, and a certificate 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 officer of the Additional Sellers (including Seller's Shares issued upon exercise of options placed in custody under the Custody Agreement) and (iii) deliver Seller as to each Additional Seller the consideration payable to such Additional Seller pursuant to Section 1.1 and the Custody Agreement on the Closing Date less the sum of (i) the exercise price for any options placed in custody under the Custody Agreement by such Additional Seller and that were exercised upon consummation satisfaction of the transactions contemplated hereby and requirements of this subsection (ii) the amount of any applicable withholding Taxes. Payment by Buyer to the Custodian of that portion of the Aggregate Purchase Price payable to the Additional Sellers in accordance with this Section 2.2 and the Custody Agreement shall fully satisfy and discharge Buyer's payment obligations due as of the Closing Date to the Additional Sellersn)(ii).

Additional Sellers. Prior (a) As soon as reasonably practicable after the date of this Agreement, the Company shall solicit the Company stockholders who are not party to this Agreement as Initial Sellers as of the date of this Agreement (each, a “Minority Stockholder”) to execute and deliver to the Company a Joinder Agreement, and prior to the Closing, the Company and the Majority Stockholder shall use their respective reasonable best efforts (including by exercising drag-along rights under the Stockholders Agreements) to cause such Minority Stockholders to execute and deliver to the Company a Joinder Agreement. Following the execution and delivery of a Joinder Agreement by a Minority Stockholder, (i) Exhibit A of this Agreement shall be updated and modified by the Seller Representative from time to time (without any consent from Buyer and any such update shall be deemed to have amended the Agreement) to set forth (a) such Minority Stockholder as a “Seller”, “Additional Seller” and a party hereunder and (b) the number of Shares held by such Minority Stockholder, (ii) the Company shall provide a copy of each executed Joinder Agreement and update to Exhibit A of this Agreement to Buyer and (iii) any Additional Seller shall place have the right (ibut not the obligation) one or more stock certificates, registered to deliver to Buyer in such connection with executing the Joinder Agreement an additional Seller Disclosure Schedule as of the date of an Additional Seller's name, representing the number ’s execution of Seller's Shares of such Additional Seller set forth opposite such Additional Seller's name on Adjusted Annex A, duly endorsed its Joinder Agreement with respect to any representation or accompanied warranty made 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 Article IV to the extent untrue, incomplete or inaccurate as a result of valid title thereto such Minority Shareholder becoming an Additional Seller (without any consent from Buyer and any such Seller Disclosure Schedule shall be deemed to have qualified the relevant representations and warranties in Article IV with respect to such Additional Seller). (b) In the event that any Minority Stockholder has not executed and delivered to Buyer free a Joinder Agreement within fifteen (15) Business Days (or such longer period as may be mutually agreed by Buyer and clear of any Encumbrances (other than restrictions on transfer under applicable Securities Laws and restrictions on transfer contained in Sections 3 and 5 the Seller Representative) following the date of the Stockholders' Agreement) in custody, for delivery under execution of this Agreement, under the Custody parties hereto shall cooperate in good faith to execute an amendment to this Agreement and/or (ii) a written notice, in form and substance acceptable solely intended to effect 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 transactions contemplated by this Agreement pursuant to a merger under applicable Law of a wholly owned subsidiary of Buyer with and into the aggregate amount of any applicable withholding Taxes, (ii) deliver to the Buyer all such Seller's Shares Company in lieu of the Additional Sellers (including Seller's Shares issued upon exercise of options placed in custody under the Custody Agreement) and (iii) deliver to each Additional Seller the consideration payable to such Additional Seller pursuant to Section 1.1 and the Custody Agreement on the Closing Date less the sum of (i) the exercise price for any options placed in custody under the Custody Agreement by such Additional Seller and that were exercised upon consummation of the transactions contemplated hereby and (ii) the amount of any applicable withholding Taxes. Payment by Buyer to the Custodian of that portion of the Aggregate Purchase Price payable to the Additional Sellers in accordance with this Section 2.2 and the Custody Agreement shall fully satisfy and discharge Buyer's payment obligations due as of the Closing Date to the Additional SellersShare Purchase.