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.
Appears in 2 contracts
Samples: Shareholders Agreement, Shareholders Agreement (Pacific Electric Wire & Cable Co LTD)
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 ’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.
Appears in 2 contracts
Samples: Shareholders Agreement, Shareholders Agreement (Asia Pacific Wire & Cable Corp LTD)
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, 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.
(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 ’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.
Appears in 2 contracts
Samples: Shareholders Agreement (Asia Pacific Wire & Cable Corp LTD), Shareholders Agreement (MSD Capital L P)