Common use of Joinder Requirements Clause in Contracts

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.

Joinder Requirements. 5.1. If at any time after the Effective Time Xxxxxxxxxx or its Affiliates (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 Xxxxxits permitted transferees who are party to this Agreement, then Quilvest and xx Xxxxx its permitted transferees who are party to this Agreement, shall be required to sell the same percentage of its respective Securities to the purchaser as Xxxxxxxxxx is and its Affiliates, in the aggregate, are selling to the purchaser on terms providing Quilvest and xx Xxxxx its permitted transferees who are party to this Agreement, 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 irrevocable proxy shall be in substantially the form of Exhibit A C attached hereto.

Joinder Requirements. 5.1. 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.