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:
(i) each of Excelsior Funds, Inc., Excelsior Funds Trust and Excelsior Tax-Exempt Funds, Inc. (each, an “Additional Entity”) shall become an Entity for all purposes of the Credit Agreement and each of the other Loan Documents and that each of the series of each such Additional Entity listed on Schedule 2 as amended hereby shall be a Series of such Entity for purposes of the Credit Agreement and each of the other Loan Documents; and
(ii) Columbia Money Market Fund, Variable Series, a series of Columbia Funds Variable Insurance Trust (the “Insurance Trust”), shall be a Series of the Insurance Trust for purposes of the Credit Agreement and each of the other Loan Documents. Each series of each Additional Entity listed on Schedule 2 as amended hereby and the Columbia Money Market Fund, Variable Series each shall be referred to herein as a “New Series”.
(b) Each of the Additional Entities and the Insurance Trust hereby severally covenants and agrees that it shall, on behalf of each of its New Series, comply with and be bound by all of the terms, conditions and covenants of the Credit Agreement, as amended hereby, and each of the other Loan Documents. Without limiting the generality of the preceding sentence, each of the Additional Entities and the Insurance Trust, on behalf of each of its New Series, hereby severally promises to duly and punctually pay or cause to be paid from the assets of such New Series the principal of and interest on all Loans made for the benefit of such New Series, along with such New Series’ allocated share of all fees and expenses under the Loan Documents. Each of the Banks, the Agents, the Additional Entities and the Insurance Trust hereby agrees that, with respect to each of the New Series of each of the Additional Entities and the Insurance Trust, the term “Effective Date” as used in Section 4.07 of the Credit Agreement shall mean October 18, 2007.
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. Reference is hereby made to that certain Registration Rights Agreement, dated as of July 10, 2020, 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.
Instrument of Adherence. Reference is hereby made to that certain Registration Rights Agreement, dated as of __________, 2015, between Searchlight Minerals Corp., a Nevada corporation (the “Company”), and the Purchaser, 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.
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. An Instrument of Adherence to the Guaranty substantially in the form of Exhibit A to the Guaranty.
Instrument of Adherence. Any person that is not already a party to this Agreement and acquires any shares of the Preferred Stock after the date of this Agreement shall become an additional party to this Agreement as a “Stockholder” by executing and delivering an Instrument of Adherence in substantially the form attached hereto as Exhibit A. Schedule I shall be amended to reflect the addition of any such additional party to this Agreement.
Instrument of Adherence. Any Person that is a holder of record of shares of any class or series of capital stock of the Corporation may become a party to this Agreement by executing and delivering to the Company an Instrument of Adherence, substantially in the form of EXHIBIT A hereto, PROVIDED that the Corporation consents to such Person becoming a party to this Agreement (which consent shall be conclusively deemed to have been given by the Corporation if and when the Corporation countersigns the Instrument of Adherence executed by such Person). Any such instrument of Adherence executed by any such Person and countersigned by the Corporation shall become a part of this Agreement.
Instrument of Adherence. Each of the Banks and the Agents hereby agrees that (a) each of the Liberty Variable Investment Trust and the Xxxxx Xxx Variable Investment Trust (the "New Trusts") shall become an Entity for all purposes of the Credit Agreement and each of the other Loan Documents and that each of the series of such New Trust listed on Schedule 2 as amended hereby shall be a Series of such Entity for purposes of the Credit Agreement and each of the other Loan Documents and (b) CMG Core Bond Fund shall be added as a Series of the CMG Fund Trust, in each case upon the execution and delivery of such New Trust or the CMG Fund Trust, as applicable, of an Instrument of Adherence substantially in the form of Appendix A attached hereto duly executed by such Entity on behalf of such Series and the satisfaction of each of the conditions precedent set forth therein.
