Certain Transferees to Execute Agreement Sample Clauses
Certain Transferees to Execute Agreement. (a) Each Shareholder agrees that it will not, during the term of this Agreement, directly or indirectly, make any Sale with respect to any Common Shares owned by such Shareholder to any Permitted Transferee, unless prior to, or contemporaneously with, the consummation of any such Sale, the Permitted Transferees to whom such Sale is proposed to be or is made executes and delivers to the Company an Accession Agreement in the form attached hereto as Exhibit A (the “Accession Agreement”). Upon the execution and delivery by such Permitted Transferee of such an Accession Agreement, this Agreement shall be amended to reflect the addition of such Permitted Transferee and any other changes in the ownership of Common Shares, and such Permitted Transferee shall be deemed a “Shareholder” for purposes of this Agreement and shall have the rights and be subject to the obligations of a Shareholder under this Agreement, in each case, with respect to the Common Shares owned by such Permitted Transferee.
(b) All rights hereunder exercisable by the NewCo Group or any member thereof shall be exercised by NewCo on behalf all members of the NewCo Group, and each Permitted Transferee of the NewCo Group shall in its Accession Agreement irrevocably constitute and appoint NewCo as his or its attorney-in-fact and agent in connection with the transactions contemplated by this Agreement, such power to be irrevocable and coupled with an interest and not affected by the death, incapacity, illness or other inability to act of such Permitted Transferee. Without limiting the foregoing, NewCo shall have the power and authority on behalf of each member of the NewCo Group to give any and all notices, consents, approvals or waivers, and to make or agree to make any and all amendments or modifications to this Agreement deemed by NewCo in its sole discretion to be necessary or appropriate.
(c) All rights hereunder exercisable by the Kingsland Group or any member thereof shall be exercised by Kingsland on behalf of all members of the Kingsland Group, and each Permitted Transferee of the Kingsland Group shall in its Accession Agreement irrevocably constitute and appoint Kingsland as his or its attorney-in-fact and agent in connection with the transactions contemplated by this Agreement, such power to be irrevocable and coupled with an interest and not affected by the death, incapacity, illness or other inability to act of such Permitted Transferee. Without limiting the foregoing, Kingsland shall ha...
Certain Transferees to Execute Agreement. Each ----------------------------------------- Stockholder agrees that it will not, directly or indirectly, sell or otherwise transfer any Shares held by such Stockholder to any of its Affiliates or permitted transferees, unless, prior to the consummation of any such sale or transfer, the Affiliate or permitted transferee to whom such sale or transfer is proposed to be made (a "Prospective Transferee") (i) ---------------------- executes and delivers to the Company and each other party to this Agreement a counterpart hereof and (ii) represents and warrants in writing to the Company that such counterpart has been duly authorized, executed and delivered by such Prospective Transferee and is a legal, valid and binding obligation of such Prospective Transferee enforceable against it in accordance with its terms, subject to insolvency, bankruptcy and other laws affecting creditors generally. Upon the execution and delivery by such Prospective Transferee of the documents referred to in the preceding sentence, such Prospective Transferee shall be deemed a "Stockholder" for the purposes of this Agreement, and shall have the rights and be subject to the obligations of a Stockholder hereunder with respect to the Shares held by such Prospective Transferee. Notwithstanding the foregoing or any other provision of this Agreement, from and after the time immediately prior to any transfer of Shares by any Candover Party to any of its limited partners, no member of the Candover Group shall have any rights or obligations under Article III or V hereof with respect to any Shares.
Certain Transferees to Execute Agreement. Each Stockholder agrees that it will not, directly or indirectly, sell or otherwise transfer any Shares held by such Stockholder to any of its Affiliates or permitted transferees, unless, prior to the consummation of any such sale or transfer, the Affiliate or permitted transferee to whom such sale or transfer is proposed to be made (a "Prospective Transferee") (i) executes and delivers to the Company and each other party to this Agreement a counterpart hereof and (ii) represents and warrants in writing to the Company that such counterpart has been duly authorized, executed and delivered by such Prospective Transferee and is a legal, valid and binding obligation of such Prospective Transferee enforceable against it in accordance with its terms, subject to insolvency, bankruptcy and other laws affecting creditors generally. Upon the execution and delivery by such Prospective Transferee of the documents referred to in the preceding sentence, such Prospective Transferee shall be deemed a "Stockholder" for the purposes of this Agreement, and shall have the rights and be subject to the obligations of a Stockholder hereunder with respect to the Shares held by such Prospective Transferee. The provisions of this Section 2.05 shall not apply to any distribution of Shares by a Stockholder to its partners (in the case of a partnership), members (in the case of a limited liability company), stockholders (in the case of a corporation) or beneficiaries (in the case of a trust) of such Stockholder whether or not the distributee is a Stockholder, Affiliate or permitted transferee."
(b) Section 2.06 of the Agreement is amended and restated to read as follows: