Instrument of Adherence. (a) In reliance on each of the representations, warranties and covenants set forth herein, each of the Banks and the Agents hereby agrees that:
Instrument of Adherence. Reference is hereby made to that certain Registration Rights Agreement, dated as of March 10, 2016, among Caladrius Biosciences, Inc., a Delaware corporation (the “Company”), and the Purchasers party thereto, as amended and in effect from time to time (the “Registration Rights Agreement”). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Registration Rights Agreement. The undersigned, in order to become the owner or holder of 1,418,440 shares of Common Stock of the Company, hereby agrees that, from and after the date hereof, the undersigned has become a party to the Registration Rights Agreement in the capacity of an Purchaser Permitted Transferee, and is entitled to all of the benefits under, and is subject to all of the obligations, restrictions and limitations set forth in, the Registration Rights Agreement that are applicable to Purchaser Permitted Transferees. This Instrument of Adherence shall take effect and shall become a part of the Registration Rights Agreement immediately upon execution. Executed as of the date set forth below under the laws of the State of New York. Signature: ______________________________ Name: Title: Accepted: [ ] By: _________________________ Name: Title:
Instrument of Adherence. Except as otherwise provided herein, no Security Holder shall Transfer any Shares to any Person not otherwise a party hereto who does not first execute the Instrument of Adherence substantially in the form attached hereto as Annex I (an “Instrument of Adherence”) as a “Shareholder” (if such transferring Security Holder is a Shareholder) or “Investor” (if such transferring Security Holder is an Investor); provided that, if such Person is a Buyer pursuant to Section 3.4 or 3.5, such Person shall be a “Shareholder” or “Investor,” respectively. If any Transfer of Shares is attempted contrary to the provisions of this Agreement, the Company shall have the right to: (i) purchase such Shares from the transferring Security Holder or the purported transferee; (ii) obtain a temporary and/or permanent injunction restraining such Transfer (no bond or other security shall be required in connection with such action); or (iii) refuse to recognize any purported transferee as a Security Holder and may continue to treat the transferor as a Security Holder for all purposes, including, without limitation, for purposes of dividend and voting rights, until all applicable provisions of this Agreement have been complied with. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.
Instrument of Adherence. See Section 9.5.1.
Instrument of Adherence. An Instrument of Adherence to the Guaranty substantially in the form of Exhibit A to the Guaranty.
Instrument of Adherence. No Member shall Transfer any Membership Interests to any Person who does not first execute the Instrument of Adherence. Any such transfer shall be void ab initio. In addition to the immediately preceding sentence, if any Transfer of Membership Interests is attempted contrary to the provisions of this Agreement, the Company and the non-transferring Members shall have the right to (i) purchase such Membership Interests from the Transferring Member or the Proposed Transferee; (ii) obtain a temporary and/or permanent injunction restraining such Transfer (no bond or other security shall be required in connection with such action); or (iii) refuse to recognize any purported transferee as a Member and may continue to treat the Transferring Member as a Member for all purposes, including, without limitation, for purposes of dividend and voting/consent rights, until all applicable provisions of this Agreement have been complied with. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.
Instrument of Adherence. Reference is hereby made to that certain Registration Rights Agreement, dated as of _________, 2000, among Cardiac Pathways Corporation, a Delaware corporation (the "Company"), the Initial Investors and the Investor Permitted Transferees, as amended and in effect from time to time (the "Registration Rights Agreement"). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Registration Rights Agreement. The undersigned, in order to become the owner or holder of ___________ shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company, hereby agrees that, from and after the date hereof, the undersigned has become a party to the Registration Rights Agreement in the capacity of an Investor Permitted Transferee, and is entitled to all of the benefits under, and is subject to all of the obligations, restrictions and limitations set forth in, the Registration Rights Agreement that are applicable to Investor Permitted Transferees. This Instrument of Adherence shall take effect and shall become a part of the Registration Rights Agreement immediately upon execution. Executed under seal as of the date set forth below under the laws of ___________________.
Instrument of Adherence. In connection with the issuance of the Bonus Shares and pursuant to the terms of that certain Shareholders' Agreement (the "Shareholders' Agreement") by and among the Company, Employee and the other parties listed on the signature pages attached thereto, dated December 27, 2000, Employee shall deliver to the Company a duly executed Instrument of Adherence (as defined in the Shareholders' Agreement) dated the date hereof.
Instrument of Adherence. Except as otherwise provided herein, no Existing Stockholder shall Transfer any Shares in the Company to any person (other than the Offerees or an affiliate thereof) who does not first execute the Instrument of Adherence. If any Transfer of Shares in the Company is attempted contrary to the provisions of this Agreement, the Company and the Offerees shall have the right to (i) purchase such Shares from the transferring Existing Stockholder or the purported transferee; (ii) obtain a temporary and/or permanent injunction restraining such Transfer (no bond or other security shall be required in connection with such action); or (iii) refuse to recognize any purported transferee as an Existing Stockholder and may continue to treat the transferor as an Existing Stockholder for all purposes, including, without limitation, for purposes of dividend and voting rights, until all applicable provisions of this Agreement have been complied with. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.
Instrument of Adherence. See Section 9.3.
