Joinder Requirements. The Borrower and/or any First Lien Agent and/or any Second Priority Agent, without the consent of any other First Lien Agent or Second Priority Agent, any Senior Lender or any Second Priority Secured Party, may designate additional obligations as Other First Priority Lien Obligations or Future Second Lien Indebtedness if the incurrence of such obligations is permitted under each of the Credit Agreement, each Other First Priority Lien Obligations Credit Document, the Second Priority Senior Secured Notes Indenture, each other relevant Senior Lender Document and Second Priority Document and this Agreement. If so permitted, as a condition precedent to the effectiveness of such designation, the applicable Other First Priority Lien Obligations Agent or the Second Lien Agent for such Future Second Lien Indebtedness shall execute and deliver to each First Lien Agent and Second Priority Agent, a joinder agreement to this Agreement in form and substance reasonably satisfactory to the First Lien Designated Agent. Notwithstanding anything to the contrary set forth in this Section 9.20 or in Section 9.3 hereof, any First Lien Agent and/or any Second Priority Agent may, and, at the request of the Borrower, shall, in each case, without the consent of any other First Lien Agent or Second Priority Agent, any Senior Lender or any Second Priority Secured Party, enter into a supplemental agreement (which may take the form of an amendment, an amendment and restatement or a supplement of this Agreement) to facilitate the designation of such additional obligations as Other First Priority Lien Obligations or Future Second Lien Indebtedness. Any such amendment may, among other things, (i) add other parties holding Future Second Lien Indebtedness (or any agent or trustee therefor) to the extent such Indebtedness is permitted by the Credit Agreement, each Other First Priority Lien Obligations Credit Documents, the Second Priority Senior Secured Notes Indenture and each other Second Priority Document governing Future Second Lien Indebtedness, (ii) add other parties holding Obligations arising under the Other First Priority Lien Obligations Credit Documents (or any agent or trustee thereof) to the extent such Obligations are permitted by the Credit Agreement, each Other First Priority Lien Obligations Credit Document, the Second Priority Senior Secured Notes Indenture and each other Second Priority Document governing Future Second Lien Indebtedness, (iii) in the case of Future Second ...
Joinder Requirements. The Company may designate additional obligations as Other First-Priority Obligations or Other Second-Priority Obligations pursuant to this Section 8.21 if (x) the incurrence of such obligations is not prohibited by any First-Priority Document or Second-Priority Document then in effect and (y) the Company shall have delivered an officer’s certificate to each First-Priority Representative and each Second-Priority Representative certifying the same. If not so prohibited, the Company shall (i) notify each Representative in writing of such designation and (ii) cause the applicable new First-Priority Representative or Second-Priority Representative to execute and deliver to each other First-Priority Representative and Second-Priority Representative, a Joinder Agreement substantially in the form of Exhibit A or Exhibit B, as applicable, hereto.
Joinder Requirements. 9 6. Composition, Nomination and Election of Board..............................
Joinder Requirements. 5.1. If at any time Xxxxxxxxxx (for purposes of this section, the "Initiating Holder") proposes to sell at least 90% of the Securities beneficially owned by it to a prospective purchaser which is not an Affiliate of Xxxxxxxxxx, and the purchaser of such Securities requires as a condition of the sale that it acquire the same percentage of the Securities beneficially owned by Quilvest and xx Xxxxx, then Quilvest and xx Xxxxx shall be required to sell the same percentage of its respective Securities to the purchaser as Xxxxxxxxxx is selling to the purchaser on terms providing Quilvest and xx Xxxxx with substantially the same economic benefit as was provided to the Initiating Holder, after taking into consideration the relative rights, preferences and privileges of the various Securities to be purchased and sold, and otherwise on the same terms and conditions as those offered to the Initiating Holder. Each of Quilvest and xx Xxxxx agrees to execute an irrevocable proxy in favor of the purchaser under this Section 5 if the purchaser so requires it in order to retain voting control of the Company, which proxy shall be in substantially the form of Exhibit A attached hereto.
5.2. Any sale of Securities pursuant to this Section 5 shall not be subject to the provisions of Sections 3 and 4 of this Agreement. Nothing contained in this Section 5 shall apply to sales made pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement.
Joinder Requirements. The Company may designate additional obligations as Other First-Priority Lien Obligations or other ABL Obligations only if (x) the incurrence of such obligations is permitted under each of the First-Lien Revolving Facility, the ABL Facility, the Indenture, any existing Other First-Priority Lien Obligations Credit Document, the First-Priority Intercreditor Agreement and this Agreement, and (y) the Company shall have delivered an officer’s certificate to each Collateral Agent certifying to same. If so permitted, the Company shall (i) notify each Representative in writing of such designation and (ii) cause the (1) applicable Other First-Priority Lien Obligations Administrative Agent and the applicable Other First-Priority Lien Obligations Collateral Agent or (2) the additional collateral agent for the new ABL Obligations, as applicable, to execute and deliver to each other Representative, a Joinder Agreement substantially in the form of Exhibit A or Exhibit B, as applicable, hereto and the respective joinder agreements to the First-Priority Intercreditor Agreement, and the Junior Lien Intercreditor Agreement.
Joinder Requirements. (a) If at any time holders (the "Initiating Holders") of a majority of the outstanding shares of Common Stock desire to sell at least a majority of the outstanding shares of Common Stock to a prospective purchaser which is not an Affiliate of any of such holders at a per share price of at least eighty percent (80%) of the Fair Market Value (as defined in Section 6(d) below), and the purchaser of such Shares requires, as a condition of the sale, that the purchaser acquire more than a majority of the outstanding shares of the Common Stock (the percentage of Common Stock sought to be purchased by the purchaser being herein referred to as the "Purchase Percentage"), then (i) all of the holders of Mezzanine Warrants shall be required to exercise the Purchase Percentage of their Mezzanine Warrants and sell such Mezzanine Warrant Shares, and (ii) all Management Investors or other holders of Options shall be required to exercise the Purchase Percentage of their vested Options and sell the Shares purchased pursuant to such exercise, and (iii) all of the Shareholders (including the Initiating Holders) shall be required to sell the Purchase Percentage (and shall not sell more than the Purchase Percentage) of their Stock (as constituted after such exercise of Mezzanine Warrants), to the purchaser on the same price and other terms and conditions as those offered to the Initiating Holders.
(b) If at any time holders ("Preferred Initiating Holders") of at least a majority of the outstanding shares of Preferred Stock desire to sell at least a majority of the outstanding Preferred Stock to a prospective purchaser which is not an Affiliate of any of such holders, and the purchaser of such Preferred Stock requires, as a condition of the sale, that the purchaser acquire more than a majority of the outstanding shares of Preferred Stock of all Shareholders (the percentage of Preferred Stock sought to be purchased by the purchaser being herein referred to as the "Preferred Purchase Percentage"), then all of the Shareholders shall be required to sell the Preferred Purchase Percentage of their Preferred Stock to the purchaser on the same price and other terms and conditions as those offered to the Preferred Initiating Holders.
(c) For purposes of Section 6(b), the term "Preferred Stock" shall not include the Class C Preferred Stock. Any sale of Common Stock or Preferred Stock pursuant to this Section 6, including the sale by the Initiating Holders or Preferred Initiating Holders, ...
Joinder Requirements. Parent may designate additional obligations as Other First-Priority Obligations or Other Second-Priority Obligations pursuant to this Section 8.21 if (x) the incurrence of such obligations is not prohibited by any First-Priority Document or Second-Priority Document then in effect, and (y) Parent shall have delivered an officer’s certificate to each Representative certifying the same. If not so prohibited, Parent shall (a) notify each Representative in writing of such designation and (b) cause the applicable new First-Priority Representative or Second-Priority Representative to execute and deliver to each other First-Priority Representative and Second-Priority Representative, a Joinder Agreement substantially in the form of Exhibit A or Exhibit B, as applicable, hereto.
Joinder Requirements. The Company may designate additional obligations as Other First-Priority Lien Obligations only if (x) the incurrence of such obligations is permitted under each of the First-Lien Revolving Facility, the Indenture, the Senior Lien Intercreditor Agreement and this Agreement, (y) the Company shall have delivered an officer’s certificate to each Collateral Agent certifying the same. If so permitted, the Company shall only effect such designation by delivering to each other Authorized Representative, written notice:
(a) stating that the Company intends to incur additional obligations which shall constitute Other First-Priority Lien Obligations;
(b) specifying the name and address of the Authorized Representative for such Series of Other First-Priority Lien Obligations;
(c) specifying which Collateral shall constitute Shared Collateral as to such Series of Other First-Priority Lien Obligations; and
(d) causing the applicable Other First-Priority Lien Obligations Administrative Agent and the applicable Other First-Priority Lien Obligations Collateral Agent, to execute and deliver to each other Authorized Representative, a Joinder Agreement substantially in the form of Exhibit A hereto and the respective joinder agreements to the Senior Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement.
Joinder Requirements. The Borrower may designate additional obligations as Other First Priority Lien Obligations or Other Second Priority Lien Obligations pursuant to this Section 8.21 if (x) the incurrence of such obligations is not prohibited by any Senior Lender Document or Second Priority Document then in effect and (y) the Borrower shall have delivered an officer’s certificate to each First Lien Agent and each Second Priority Agent representing the same. If not so prohibited, the Borrower shall (i) notify each First Lien Agent and each Second Priority Agent in writing of such designation and (ii) cause the applicable First Lien Agent or Second Priority Agent to execute and deliver to each other First Lien Agent and Second Priority Agent a Joinder Agreement substantially in the form of Exhibit A or Exhibit B hereto, as applicable.
Joinder Requirements. The Borrower may designate additional obligations as Other First-Priority Obligations or Other Second-Priority Obligations pursuant to this Section 8.21 if (x) the incurrence of such obligations is not prohibited by any First-Priority Document or Second-Priority Document then in effect and (y) the Borrower shall have delivered an officer’s certificate to each Representative certifying the same. If not so prohibited, the Borrower shall (i) notify each Representative in writing of such designation, (ii) cause the applicable new First-Priority Representative or Second-Priority Representative to execute and deliver to each other First-Priority Representative and Second-Priority Representative a Joinder Agreement substantially in the form of Exhibit A or Exhibit B, as applicable, hereto and (iii) deliver to each Representative a copy of the new First-Priority Documents or Second-Priority Documents, as applicable.
