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.
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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.
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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.
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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.
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Admission of New Consortium Members. 11.1 Organisations wishing to become Consortium Members must:
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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.
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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.
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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.
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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.

  • Admission of Limited Partners It is expressly agreed that this Agreement may be amended from time to time to reflect the admission of additional Limited Partners and the Company shall have full power and authority to execute and file such amendments pursuant to the power of attorney contained herein. Prior to being admitted to the Partnership, a Limited Partner shall agree in writing to be bound by and comply with all provisions of this Agreement. No other person or entity shall be admitted to the Partnership except with the prior written consent of the Company.

  • 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.... 49 ARTICLE 13

  • 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 17(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.

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

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