Joinder of Transferees Sample Clauses

Joinder of Transferees. (a) Without modifying any of the other terms of this Shareholders’ Agreement, for so long as PEWC continues to Control the Company after giving effect to any Transfer, PEWC may Transfer any Share(s) Owned by it to one or more Persons; provided that such Party agrees in writing for the benefit to the Parties to be bound by all of the terms of Articles V, VIII and IX hereof.
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Joinder of Transferees. Until such time as the Purchased Shares, the Warrant or the Underlying Shares, as applicable, are registered pursuant to the Registration Rights Agreement, the provisions of this Agreement shall be binding upon the successors in interest to any of the Purchased Shares, the Warrant or the Underlying Shares, as applicable. The Company shall not permit the transfer of any of the Purchased Shares, the Warrant or the Underlying Shares, as applicable, on its books or issue a new certificate representing any of the Purchased Shares, the Warrant or the Underlying Shares, as applicable, unless and until the person to whom such security is to be transferred shall have executed a written agreement, substantially in the form of this Agreement, pursuant to which such person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person were a Stockholder.
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Joinder of Transferees. (a) Without modifying any of the other terms of this Shareholders’ Agreement, for so long as PEWC continues to Control the Company after giving effect to any Transfer, PEWC may Transfer, subject to the restrictions set forth in this Shareholders’ Agreement, any Share(s) Owned by it to one or more Persons; provided that such Party agrees in writing for the benefit to the Parties to be bound by all of the terms of Articles V, VIII and IX hereof. (b) To the extent that SOF shall Transfer any Share(s) Owned by it and such Transfer is either (i) to an Affiliate or (ii) in connection with such Transfer, SOF’s Assignment Right is applicable, at the option of SOF, such transferee (an “SOF Transferee”) thereof may agree in writing for the benefit of the Parties to be bound by all of the terms of this Shareholders’ Agreement to the same extent as SOF, and be treated for all purposes herein as if it were a Party, by executing a joinder in the form of Exhibit A hereto (a “Shareholders Joinder”), which PEWC and APWC shall countersign and provide to such transferee. 9.9
Sample 1

Related to Joinder of Transferees

  • Rights of Transferees Subject to Section 7, the rights granted to the Holder hereunder of this Warrant shall pass to and inure to the benefit of all subsequent transferees of all or any portion of this Warrant (provided that the Holder and any transferee shall hold such rights in proportion to their respective ownership of this Warrant and Warrant Shares) until extinguished pursuant to the terms hereof.

  • Admission of Transferee as Member (a) A transferee of a Membership Interest desiring to be admitted as a Member must execute a counterpart of, or an agreement adopting, this Agreement and, except as permitted by paragraph (b) below, shall not be admitted without unanimous affirmative vote of the Managers, which vote must include the affirmative vote of each Independent Manager. Upon admission of the transferee as a Member, the transferee shall have the rights, powers and duties and shall be subject to the restrictions and liabilities of the Member under this Agreement and the LLC Act. The transferee shall also be liable, to the extent of the Membership Interest transferred, for the unfulfilled obligations, if any, of the transferor Member to make capital contributions to the Company, but shall not be obligated for liabilities unknown to the transferee at the time such transferee was admitted as a Member and that could not be ascertained from this Agreement. Except as set forth in paragraph (b) below, whether or not the transferee of a Membership Interest becomes a Member, the Member transferring the Membership Interest is not released from any liability to the Company under this Agreement or the LLC Act.

  • Notice of Transfers In the event of any transfer of funds or Financial Assets to the Reserve Account pursuant to any provision of Section 4, Secured Party, or Pledgor, as the case may be, shall promptly, after initiating or sending out written instructions with respect to such transfer, give notice to the other such party by facsimile of the date and amount of such transfer.

  • Replacement of Transfer Agent In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

  • Instruments of Transfer The Stockholder is delivering to LandCARE certificates representing all of the Shares, duly endorsed (or accompanied by duly executed stock powers).

  • Effect of Transfer Certificate A Transfer Certificate takes effect in accordance with English law as follows:

  • Further Instruments of Transfer Following the Closing, at the request of APP or the Surviving Corporation and at APP's sole cost and expense, the Stockholders and the Company shall deliver any further instruments of transfer and take all reasonable action as may be necessary or appropriate to carry out the purpose and intent of this Agreement. Following the Closing, at the request of NewCo and at NewCo's sole cost and expense, APP or the Surviving Corporation shall deliver any further instruments of transfer and take all reasonable action as may be necessary and appropriate to carry out the purpose and intent of this Agreement.

  • Documentation of Transfer Seller shall undertake to file the documents which would be necessary to perfect and maintain the transfer of the security interest in and to the Receivables and Other Conveyed Property.

  • Consent in Contemplation of Transfer Any consent made pursuant to this Section 17.2 by the holder of any Note that has transferred or has agreed to transfer such Note to the Company, any Subsidiary or any Affiliate of the Company and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

  • Notice of Transfer The Agent may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes, unless and until, and except to the extent, an Assignment and Acceptance shall have become effective as set forth in Section 10.06.

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