Admission of New Investors Clause Samples

Admission of New Investors. The Guarantor shall not admit any Person that is an assignee of an interest in the Guarantor as a substitute Investor or any other Person as a new Investor unless such Person is not listed on any list published by OFAC as a Person with whom dealings are prohibited under OFAC Regulations, not a Sanctioned Person and not listed on any comparable list and admission is in accordance with the terms of the Governing Documents, Subscription Agreement and any Side Letter. Any such new Investor or existing transferee Investor shall not be included in the Borrowing Base or shall not have the increased portion of its Investor Capital Commitment included in the Borrowing Base, (w) in the case of any PWM Investor who is an Included Investor that seeks to be replaced by a new or existing PWM Investor or seeks to Transfer a portion of its Investor Capital Commitment to a new or existing PWM Investor, until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, except in compliance with Section 8.2(d) (including the thirty (30) day deemed automatic inclusion as an Included Investor), (x) in the case of any assignee Institutional Investor, except in compliance with Section 8.2(b), in the case of any PWM Investor (other than under the circumstances addressed in the foregoing clause (w)), until the Borrowers or the Guarantor have delivered a copy of such Investor’s Subscription Agreement or assignment agreement to the Escrow Agent and the Escrow Agent has certified its receipt thereof to the Administrative Agent, (y) in the case of any new Institutional Investor (other than under the circumstances addressed in the foregoing clause (x)) until the Borrowers or the Guarantor have delivered a copy of such Institutional Investor’s Subscription Agreement or assignment agreement, any applicable Side Letter (redacted as applicable) entered into with such Person and, a revised Exhibit A to the Administrative Agent, and (z) in the case of any Investor that is an existing Included Investor increasing its Investor Capital Commitment, until the Borrowers or the Guarantor have delivered a copy of the written confirmation received from such Investor described in Section 8.2(c) to the Administrative Agent.

Admission of New Investors. (i) Other than with respect to a Replacement Action (so long as the representation set forth in Section 7.26 is true and correct (after giving effect to such Replacement Action)), no Fund shall admit any additional Institutional Investor without the prior written consent of the Administrative Agent, acting alone, which shall not be unreasonably withheld or delayed. (ii) So long as at the time of admission the representations and warranties in Section 7.26 are true and correct, any Fund may admit any additional PWM Investor without the prior written consent of the Administrative Agent, and, upon the delivery to the Escrow Agent of the Subscription Agreement of such PWM Investor containing on a confidential basis contact information for such PWM Investor and the certification by the Escrow Agent to the Administrative Agent, in a manner reasonably acceptable thereto, that it has custody of such documentation, the Capital Commitments of such PWM Investor shall be included in the applicable Borrower’s Borrowing Base; provided that, any PWM Investor that has entered into a Side Letter with such Fund (other than any PWM Investor being admitted in connection with a Replacement Action) shall require the prior written consent of the Administrative Agent, acting alone, which shall not be unreasonably withheld or delayed, prior to being admitted to such Fund.

Admission of New Investors. No Borrower shall admit any Person that is an assignee of an Ownership Interest in such Borrower as a substitute Investor, or any other Person as a new Investor, in each case if such Person is a Sanctioned Person or if doing so would violate any Sanctions. Any new Investor shall be excluded from the Borrowing Base and any existing transferee Investor shall not have the increased portion of its Capital Commitment included in the Borrowing Base: (x) in the case of any Replacement Action with respect to a proposed PWM Investor, except in compliance with Section 9.05(d)(ii), (y) in the case of any Replacement Action with respect to a proposed Institutional Investor, except in compliance with Section 9.05(d)(i), and (z) in the case of all other proposed Investors, until Administrative Agent has received the documentation described in Section 6.01(l) and, if applicable, all related transfer documents.

Admission of New Investors. 9.1 The Company shall have the right to admit new investors after the Completion of the Capital Increase. Subject to Sections 6.1 and 6.2, the Investors agree to cooperate with the Company to take all necessary and reasonable actions for such purpose, including without limitation voting in favor of the relevant resolutions (if necessary) in the relevant decision-making process of the Company, executing necessary documents and giving cooperation in completing the necessary registration procedures. 9.2 If the Company admits any new investor after the Completion of the Capital Increase, the agreement entered into between the Company and such new investor shall not amend any right enjoyed by the Investors hereunder, including without limitation the Preemptive Right under Section 6.1, the anti-dilution protection under Section 6.2, the Right of First Refusal under Section 6.4, the Right of Co-sale under Section 6.5, the equal treatment under Section 6.6 and the Right of Redemption under Section 6.8, except for any amendment or supplement made pursuant to Section 6.6.