Future Stockholders. Each Stockholder hereby agrees that any Person who is granted the right to acquire Common Stock from the Company subsequent to the date hereof shall, if such Person is not already a party to this Agreement, deliver to the Company an agreement to be bound by the terms of this Agreement in the form of Exhibit D hereto. This Agreement will be deemed to be amended to include such Person as a Stockholder; provided, that any Person who becomes a signatory to this Agreement at any time during a Tag-Along Period but following the delivery of a Tag-Along Notice shall have the right to accept the terms set forth in such Tag-Along Notice and participate in the Transfer pursuant to the terms and conditions of Section 3.
Future Stockholders. Any Person acquiring Securities from a Selling Stockholder, Transferor or the Company after the date hereof shall, as a condition to the effectiveness of such acquisition, be required to execute a counterpart to this Agreement, certifying that such Person is an “Accredited Investor” as defined in the Securities Act and agreeing to be treated as a party hereto, whereupon such Person shall be bound by this Agreement; provided, however, that Persons acquiring Securities from the Company (i) pursuant to the Company’s Amended and Restated 2002 Stock Option Plan (the “Stock Option Plan”) or the Company’s 2007 Long Term Incentive Plan (the “Long Term Incentive Plan”), (ii) in reliance upon Rule 701 of the Securities Act, (iii) pursuant to or under any stock option, stock bonus or other stock plans or agreements of the Company in effect as of the date hereof, or under any stock option, stock bonus or other stock plan approved by the Board thereafter, (iv) pursuant to or in connection with an acquisition transaction, building or equipment lease transaction, bank loan transaction, or strategic alliance or partnering arrangement that is not primarily for equity financing purposes and that is approved by the Board, (v) pursuant to or in connection with strategic transactions involving the Company and another Person, including joint ventures, manufacturing, marketing or distribution arrangements, or technology transfer or development arrangements, each of which must be approved by the Board, (vi) pursuant to or in connection with any contract arrangement approved by the Board for the provision of advisory services with respect to the development of the Company’s products, in-licensed technologies, and/or knowledge and expertise related thereto, or (vii) pursuant to or in connection with any transfer described in clauses (i), (vii) or (viii) of the definition of Exempted Transfers shall not be required to certify that such Person is an Accredited Investor. The Company will update Schedule A and/or Schedule B, as necessary, following the execution of any such counterpart to this Agreement as described herein.
Future Stockholders. Subject to the restrictions contained herein, any Person who acquires Shares of the Company may, at the option of the Company, become a party to this Agreement by execution and delivery to the Company of a counterpart of this Agreement. Upon delivery of such counterpart, (i) the signature pages hereto shall be amended to reflect the name of such new party, and (ii) such new party shall thereafter be deemed a “Stockholder” for purposes of this Agreement.
Future Stockholders. The Corporation shall require each Person that acquires Equity Securities entitling them either directly or indirectly to hold more than one percent (1%) of the Common Stock of the Corporation (on a fully-diluted basis) after the date hereof (a “Future Stockholder”), as a condition to the effectiveness of such acquisition, to execute a counterpart to this Agreement, agreeing to be treated as a Prior Stockholder, if such Person acquires Equity Securities from a Prior Stockholder, agreeing to be treated as a Series A Investor if such Person acquires Equity Securities from a Series A Investor or agreeing to be treated as a Series C Investor if such Person acquires Equity Securities from a Series C Investor, whereupon such Person shall be bound by, and entitled to the benefits of, the provisions of this Agreement relating to such Prior Stockholder, Series A Investor or Series C Investor, as the case may be.
Future Stockholders. The Company agrees not to issue ------------------- any shares of capital stock (or any securities convertible, exchangeable or exercisable into shares of capital stock) to any person that is not a party to this Agreement, unless such Person agrees to be subject to the provisions of this Agreement and shall be bound by and subject to the terms hereof, unless the Board, including a majority of the Class B and Class C Directors, approves the exclusion of such Person from being a party hereto."
Future Stockholders. The Company may at its option permit future holders of at least two percent (2%) of the Company’s Common Stock (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) to enter into this Agreement and be subject to the terms and conditions hereof as an Investor. The parties hereby agree that such future holders may become parties to this Agreement by executing a counterpart of this Agreement, without any amendment of this Agreement.
Future Stockholders. Any Permitted Transferee or member of any Stockholder Group to which any Stockholder Shares are Transferred (who is not already a party to this Agreement) shall, as a condition to the effectiveness of such Transfer, execute a Joinder Agreement; provided, that the foregoing requirement shall not apply to Stockholder Shares sold in a registered offering or Transferred following an IPO in accordance with Rule 144. Unless the CCMP Investors agree otherwise, whenever the Company issues or otherwise sells Securities issued by the Company to any Person who is not a Stockholder, as a condition to the effectiveness of such issuance or sale, the Company will obtain a Joinder Agreement from such Person. Such Person shall become an Other Stockholder, unless such Person is (i) an Affiliate of a CCMP Investor, in which case such Person shall become a CCMP Investor or (ii) an employee of the Company or its Subsidiaries or an Affiliate of such employee, in which case such Person shall become both a Management Stockholder and an Other Stockholder (it being understood that clause (ii) supersedes clause (i) above). Any failure by any Person to obtain a Joinder Agreement from a Transferee in connection with any Permitted Transfer to the extent required under this Agreement shall render such Transfer null and void.
Future Stockholders. The Corporation shall require each member of senior management of the Corporation that acquires Equity Securities after the date hereof and each Person that acquires Equity Securities entitling them either directly or indirectly to hold (in the aggregate based on the total Equity Securities held by such Person in the aggregate at the time of such acquisition) more than two percent (2%) of the Common Stock of the Corporation (on a Fully-Diluted Basis) after the date hereof, as a condition to the effectiveness of such acquisition, to execute a counterpart to this Agreement, agreeing to be treated as (a) a “Series G Investor”, if such Person acquires Series G Preferred Stock or Equity Securities convertible, exchangeable or exercisable for Series G Preferred Stock from the Corporation or an existing Series G Investor hereunder; (b) a “Series F Investor”, if such Person acquires Series F Preferred Stock or Equity Securities convertible, exchangeable or exercisable for Series F Preferred Stock from the Corporation or an existing Series F Investor hereunder; (c) a “Series E Investor”, if such Person acquires Series E Preferred Stock or Equity Securities convertible, exchangeable or exercisable for Series E Preferred Stock from the Corporation or an existing Series E Investor hereunder; (d) a “Series D Investor”, if such Person acquires Series D Preferred Stock or Equity Securities convertible, exchangeable or exercisable for Series D Preferred Stock from the Corporation or an existing Series D Investor hereunder; or (e) a “Stockholder”, if such Person acquires Common Stock or any other series of Preferred Stock or Equity Securities convertible, exchangeable or exercisable for Common Stock or any other series of Preferred Stock from the Corporation or an existing Stockholder hereunder, whereupon such Person shall be bound by, and entitled to the benefits of and the provisions of this Agreement relating to Series G Investors, Series F Investors, Series E Investors, Series D Investors, or Stockholders, as the case may be. Notwithstanding anything to the contrary in this Section 3.1, no consent shall be necessary to add additional Persons as signatories to this Agreement.
Future Stockholders. The Corporation shall require each Person that acquires Equity Securities (excluding options to acquire Common Stock) after the date hereof (a “Future Stockholder”), as a condition to the effectiveness of such acquisition, to execute a joinder to this Agreement, substantially in the form attached hereto as Exhibit A (the “Joinder Agreement”), agreeing to be treated as (i) an Investor, if such Person acquires such Equity Securities from an Investor, (ii) an Existing Stockholder, if such Person acquires such Equity Securities from an Existing Stockholder, and/or (iii) a Management Stockholder, if such Person is not otherwise an Investor or an Existing Stockholder and acquires Equity Securities from a Management Stockholder or the Corporation, whereupon, in each case, such Person shall be bound by, and entitled to the benefits of, the provisions of this Agreement relating to Investors, Existing Stockholders and/or Management Stockholders, as the case may be.
Future Stockholders. Any Permitted Transferee or member of any Stockholder Group to which any Stockholder Shares are Transferred (who is not already a party to this Agreement) shall, as a 78811529_9 condition to the effectiveness of such Transfer, execute a Joinder Agreement; provided, that the foregoing requirement shall not apply to Stockholder Shares sold in a registered offering or Transferred following the Company IPO in accordance with Rule 144. Such Person shall become an Other Stockholder, unless such Person is (i) a Permitted Transferee of an Investor, in which case such Person shall become a CCMP Investor, MSD Investor or AIMCo Investor, as applicable, or (ii) an employee of the Company or its Subsidiaries or an Affiliate of such employee, in which case such Person shall become both a Management Stockholder and an Other Stockholder (it being understood that clause (ii) supersedes clause (i) above). Any failure by any Person to obtain a Joinder Agreement from a Transferee in connection with any Permitted Transfer to the extent required under this Agreement shall render such Transfer null and void.
