Admission of New Consortium Members Sample Clauses

Admission of New Consortium Members. The Founder Parties and the Sponsor Parties may jointly agree to admit one or more additional member(s) to the Consortium as additional party(ies). Any additional party admitted to the Consortium pursuant to this Section 1.4 shall execute and deliver a deed of adherence to this Agreement substantially in the form attached hereto as Schedule D (the “Deed of Adherence”) and upon its execution and delivery of the Deed of Adherence, such additional party shall become an “Additional Party” for purposes of this Agreement.
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Admission of New Consortium Members. Centurium, as a representative authorized by the Initial Consortium Members, may agree to admit one or more additional investor(s) to the consortium as additional party(ies). Any additional party admitted to the Buyer Consortium pursuant to this Section 1.4 shall execute an adherence agreement to this Agreement in the form attached hereto as Schedule C (the “Deed of Adherence”) and upon its execution of the Adherence Agreement, such additional party shall become an “Additional Party” for purposes of this Agreement and shall be designated as either an “Initial Consortium Member” under this Agreement or a “Party” to this Agreement as determined by the Majority Initial Consortium Members. Centurium, as a representative authorized by the Initial Consortium Members, shall have the right to determine the type(s) and number(s) of Rollover Securities, the amount of Cash Contribution and the investment structure of an Additional Party admitted pursuant to this Section 1.4.
Sample 1Sample 2Sample 3See All (4)
Admission of New Consortium Members. (a) Admission of additional members to the Consortium to provide additional equity capital by way of cash or roll-over equity contribution to Holdco for the consummation of the Transaction (including by way of indirect participation through syndication of any Party) shall require the consent of the Lead Investor (such additional members, the “Additional Members”), provided that the Lead Investor’s consent is not required for a Party’s Affiliate to become an Additional Member through a Transfer of Securities from such Party or holders of its Rollover Shares (such Party, a “Transferor Party”) to its Affiliate (such Affiliate, a “Transferee Affiliate”). The Lead Investor shall have the right to (i) determine the number of Rollover Shares and the amount of Cash Contribution of an Additional Member admitted pursuant to this Section 1.5 other than an Additional Member which is a Transferee Affiliate, in which case the number of Rollover Shares and the amount of Cash Contribution of such Transferee Affiliate shall be such number of Rollover Shares and such amount of Cash Contribution as jointly determined by the Transferor Party and the Transferee Affiliate, provided that (A) the Transferor Party and the Transferee Affiliate shall provide the Lead Investor with a written notice within two (2) Business Days upon the occurrence of such Transfer, which shall specify the amount of Rollover Shares and the amount of Cash Contribution, as applicable, that have been transferred to and/or taken up by the Transferee Affiliate; (B) the total number of Rollover Shares and the total amount of Cash Contribution of the Transferor Party and the Transferee Affiliate shall at all times be equal to the number of Rollover Shares and the amount of Cash Contribution set forth opposite the name of the Transferor Party under Schedule B immediately prior to such Transfer, unless otherwise jointly agreed by each of the Lead Investor, the Transferor Party and the Transferee Affiliate, and (C) any adjustments to the number of Rollover Shares or the amount of Cash Contribution of a Transferee Affiliate shall be jointly determined by the Lead Investor and such Transferee Affiliate; and (ii) update the Equity Contribution Schedule to reflect such determination or adjustment. (b) Any Additional Members admitted to the Consortium pursuant to Section 1.5 shall execute a deed of adherence to this Consortium Agreement in the form attached hereto as Schedule D (the “Deed of Adherence”) and upon its ...
Sample 1Sample 2
Admission of New Consortium Members. (a) Admission of additional members to the Consortium (including by way of indirect participation through syndication of any Party) (such additional members, the “Additional Members”, each, an “Additional Member”) shall require: (i) the consents of both Co-Founders to admit a proposed new Consortium member who would make Rollover Contributions to the Consortium; or (ii) the consents of all of the Lead Investors to admit a proposed new Consortium member who would become an additional sponsor to the Consortium to provide additional equity capital for the consummation of the Transaction (including by way of indirect participation through syndication of any Party) (such additional sponsor, the “Additional Sponsor”, and together with the Initial Sponsor, the “Sponsors”). The Co-Founders shall have the right to determine the number of Rollover Shares to be contributed by an Additional Member admitted pursuant to this Section 1.4. The Lead Investors shall have the right to unanimously determine the amount of Cash Contribution of an Additional Sponsor or Additional Member admitted pursuant to this Section 1.4. The Co-Founders shall update the Equity Contribution Schedule to reflect such determination. (b) Each proposed new member of the Consortium shall, as a condition to its admission to the Consortium, demonstrate its ability to finance its commitment by way of letter of comfort or such other evidence satisfactory to the Co-Founders or the Lead Investors (as the case may be). (c) Any Additional Members admitted to the Consortium pursuant to Section 1.4 shall execute a deed of adherence to this Consortium Agreement in the form attached hereto as Schedule B (the “Deed of Adherence”) and upon its execution of the Deed of Adherence, such additional member shall become a Party and an Additional Member for the purpose of this Agreement. (d) Subject to Section 1.4(c), Additional Members shall have the same privileges as other Parties, other than the ones specifically granted to the Lead Investors and the Co-Founders (as the case may be). If any Party provides any other person with any indirect interest in the Transaction (such as by way of providing a person with interest in or through such Party), except as otherwise agreed, such indirect holder of any interest in or through a Party shall not be considered a Party or entitled to any rights and privileges of a Party under this Agreement. (e) Notwithstanding anything to the contrary herein, the Initial Sponsor shall at ...
Sample 1
Admission of New Consortium Members. The Sponsor may decide at its sole discretion to admit one or more additional investor(s) to the Buyer Consortium as additional party(ies); provided that, each Initial Member shall have the right, but not the obligation, to contribute additional cash to the Holdco on the same terms and conditions as applicable to such additional investor(s) such that its Contemplated Ownership Percentage is not reduced as a result of the admission of such additional investor(s). Any additional party admitted to the Buyer Consortium pursuant to this Section 2.4 shall execute an adherence agreement to this Agreement in the form attached hereto as Schedule C (the “Deed of Adherence”), and upon its execution of the Deed of Adherence and acceptance of such Deed of Adherence by the Sponsor, such additional party shall become an “Additional Party” for purposes of this Agreement, and the Sponsor shall be entitled to update Schedule B based on the information contained in such Deed of Adherence (including by reducing the “Fee Sharing Percentage” of the other Parties set forth in Schedule B on a proportional basis as may be necessary to give effect to the “Fee Sharing Percentage” for such Additional Party) and deliver a copy of the updated Schedule B to each Party, whereupon the Schedule B so updated shall become binding on each Party. Each Party (other than the Sponsor) hereby authorizes and appoints the Sponsor to enter into such Deed of Adherence on its behalf.
Sample 1
Admission of New Consortium Members. The Lead Investors may agree to admit one or more additional investor(s) to the consortium as additional party(ies). Any additional party admitted to the Buyer Consortium pursuant to this Section 1.4 shall execute an adherence agreement to this Agreement in the form attached hereto as Schedule B (the “Adherence Agreement”) and upon its execution of the Adherence Agreement, such additional party shall become an “Additional Party” for purposes of this Agreement and shall be designated as a “Party” to this Agreement as determined by the Lead Investors. The Lead Investors shall have the right to (a) determine (i) the number of Rollover Shares and the amount of Cash Contribution of an Additional Party admitted pursuant to this Section 1.4 and (ii) whether such Additional Party shall be a “Sponsor” under this Agreement and (b) update the Equity Contribution Schedule to reflect such determination.
Sample 1
Admission of New Consortium Members. 11.1 Organisations wishing to become Consortium Members must: 11.1.1 comply with the conditions, requirements and procedures set out in the Membership Prospectus; and 11.1.2 sign a memorandum of agreement to and compliance with the terms of this Agreement, the Project Proposal and the Membership Prospectus.
Sample 1
AutoNDA by SimpleDocs
Admission of New Consortium Members. The Super Majority Initial Consortium Members may agree to admit one or more additional investor(s) to the consortium as additional party(ies). Any additional party admitted to the Buyer Consortium pursuant to this Section 1.3 shall execute an adherence agreement to this Agreement in the form attached hereto as Schedule B (the “Deed of Adherence”) and upon its execution of the Adherence Agreement, such additional party shall become an “Additional Party” for purposes of this Agreement and shall be designated as either an “Initial Consortium Member” under this Agreement or a “Party” to this Agreement as determined by the Super Majority Initial Consortium Members. The Super Majority Initial Consortium Members shall determine the type(s) and number(s) of Rollover Securities, the amount of Cash Contribution and the investment structure of an Additional Party admitted pursuant to this Section 1.3.
Sample 1

Related to Admission of New Consortium Members

  • Admission of New Members The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable)

  • Admission of Members Other persons may be admitted as Members from time to time pursuant to the provisions of this Agreement.

  • Issuance of New Certificates to Pledgee A pledgee of Shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of pledgor shall be stated thereon, who alone shall be liable as a Shareholder and entitled to vote thereon.

  • Admission of Limited Partners (a) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger or consolidation pursuant to Article XIV, and except as provided in Section 4.9, each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer, issuance or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound by the terms of this Agreement, (iii) represents that the transferee has the capacity, power and authority to enter into this Agreement, (iv) grants the powers of attorney set forth in this Agreement and (v) makes the consents and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner without acquiring a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest. The rights and obligations of a Person who is a Non-citizen Assignee shall be determined in accordance with Section 4.9 hereof. (b) The name and mailing address of each Limited Partner shall be listed on the books and records of the Partnership maintained for such purpose by the Partnership or the Transfer Agent. The General Partner shall update the books and records of the Partnership from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). A Limited Partner Interest may be represented by a Certificate, as provided in Section 4.1 hereof. (c) Any transfer of a Limited Partner Interest shall not entitle the transferee to share in the profits and losses, to receive distributions, to receive allocations of income, gain, loss, deduction or credit or any similar item or to any other rights to which the transferor was entitled until the transferee becomes a Limited Partner pursuant to Section 10.2(a).

  • Admission of Partners 48 12.1 Admission of Successor General Partner........................... 48 12.2 Admission of Additional Limited Partners......................... 48 12.3 Amendment of Agreement and Certificate of Limited Partnership....

  • Admission of Additional Partners After the Private Placement of the Units of Limited Partnership Interest has been terminated by the General Partner, no additional General Partner will be admitted to the Partnership except as described in Paragraph 18(c). The General Partner may take such actions as may be necessary or appropriate at any time to offer new Units or partial Units of Limited Partnership Interest and to admit new or substituted Limited Partners to the Partnership. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

  • Admission of Additional Limited Partners A. After the admission to the Partnership of the initial Limited Partners on the date hereof, a Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 and (ii) such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person’s admission as an Additional Limited Partner. B. Notwithstanding anything to the contrary in this Section 12.2, no Person shall be admitted as an Additional Limited Partner without the consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion. The admission of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the receipt of the Capital Contribution in respect of such Limited Partner and the consent of the General Partner to such admission. If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Partnership Year, then Net Income, Net Loss, each item thereof and all other items allocable among Partners and Assignees for such Partnership Year shall be allocated among such Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Partnership Year using a method selected by the General Partner that is in accordance with Section 706(d) of the Code. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees other than the Additional Limited Partner (other than in its capacity as an Assignee) and, except as otherwise agreed to by the Additional Limited Partners and the General Partner, all distributions of Available Cash thereafter shall be made to all Partners and Assignees including such Additional Limited Partner.

  • Admission of Member The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

  • Issuance of New Certificate to Pledgee In the event certificates have been issued, a pledgee of shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a shareholder, and entitled to vote thereon.

  • Admission of Additional Members One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!