Joinder to Agreements. Effective upon the execution and delivery hereof, the Additional Subsidiary Guarantor hereby agrees that it shall become a “Subsidiary Guarantor” under and for all purposes of the Credit Agreement and the Pledge Agreement with all the rights and obligations of a Subsidiary Guarantor thereunder. Without limiting the generality of the foregoing, the Additional Subsidiary Guarantor hereby:
(i) jointly and severally with the other Subsidiary Guarantors party to the Credit Agreement guarantees to each Secured Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations in the same manner and to the same extent as is provided in Article III of the Credit Agreement;
(ii) pledges and grants the security interests in all right, title and interest of the Additional Subsidiary Guarantor in all Collateral (as defined in the Pledge Agreement) that it now owns or hereafter acquires and whether now existing or hereafter coming into existence provided for by Article III of the Pledge Agreement as collateral security for the Secured Obligations and agrees that Annex 1 thereof shall be supplemented as provided in Appendix A hereto;
(iii) makes the representations and warranties set forth in Article IV of the Credit Agreement and in Article II of the Pledge Agreement, to the extent relating to the Additional Subsidiary Guarantor or to the Pledged Equity evidenced by the certificates, if any, identified in Appendix A hereto; and
(iv) submits to the jurisdiction of the courts, and waives jury trial, as provided in Sections 10.09 and 10.10 of the Credit Agreement. The Additional Subsidiary Guarantor hereby instructs its counsel to deliver the opinions referred to in Section 6.10(c) of the Credit Agreement to the Secured Parties.
Joinder to Agreements. The undersigned acknowledges and agrees that the Shares acquired hereunder will be subject to the Stockholders Agreement and to the Registration Rights Agreement and the transfer and other restrictions, rights, and obligations set forth in those agreements. By executing this Agreement, the undersigned hereby becomes a party to and bound by the Stockholders Agreement and the Registration Rights Agreement as a Manager (as such term is defined in those agreements), without any further action on the part of the undersigned, the Company or any other Person.
Joinder to Agreements. Optionee acknowledges and agrees that the Shares received upon exercise of this Option will be subject to the Stockholders Agreement and to the Registration Rights Agreement and the transfer and other restrictions, rights, and obligations set forth in those agreements. By executing this Agreement, Optionee hereby becomes a party to and bound by the Stockholders Agreement and the Registration Rights Agreement as a Manager (as such term is defined in those agreements), without any further action on the part of Optionee, the Company or any other Person.
Joinder to Agreements. In connection with the issue of the Promised Securities to Director, Director shall execute a joinder to the Escrow Agreement and the Registration Rights Agreement in substantially the form attached here to as Exhibit B (the “Joinder”) pursuant to which Director shall agree with MergeCo to be bound by a contractual lock-up of the Promised Securities on the same basis as the Sponsor is bound by solely by Section 3.1 of the Escrow Agreement solely with respect to the Promised Securities and by the terms and provisions of the Registration Rights Agreement as a “holder” thereunder with respect to the Promised Securities (upon acquisition thereof) as “Registrable Securities” thereunder.
Joinder to Agreements. Effective upon the execution and delivery hereof, the Additional Subsidiary Guarantor hereby agrees that it shall become a "Subsidiary Guarantor" under and for all purposes of the Credit Agreement and the Pledge Agreement with all the rights and obligations of a Subsidiary Guarantor thereunder. Without limiting the generality of the foregoing, the Additional Subsidiary Guarantor hereby:
Joinder to Agreements. Subject to and in consideration of the Investor’s purchase of shares of Series A Preferred Stock of the Company (the “Shares”) pursuant to the Subscription Agreement as executed by the Investor on the date hereof, the Investor agrees that the Shares, if and when received by the Investor, shall be bound by and subject to the terms of each of the Investor Rights Agreement and the First Refusal Agreement; and the Investor hereby agrees to become a party to each of the Investor Rights Agreement and the First Refusal Agreement with the same force and effect as if the Investor were originally a party thereto who was named as an “Investor” thereunder.
Joinder to Agreements. In connection with the issue of the Promised Securities to Investor, Investor shall execute a joinder to the Registration Rights Agreement in substantially the form attached here to as Exhibit B (the “Joinder”) pursuant to which Investor shall agree with MergeCo to be bound by the terms and provisions of the Registration Rights Agreement as a “holder” thereunder with respect to the Promised Securities (upon acquisition thereof) as “Registrable Securities” thereunder.
Joinder to Agreements. Subject to and in consideration of the Investor’s acquisition of a Subordinated Convertible Promissory Note (the “Note”) that is convertible into shares of a future series of preferred stock of the Company or alternatively Series A Preferred Stock of the Company (the “Shares”) pursuant to the 2020 Convertible Promissory Note Purchase Agreement dated as of April 16, 2020, the Investor agrees that, subject to and upon the issuance of Shares to the Investor upon the conversion of the Note, the undersigned, and all shares of capital stock held by the Investor, shall be bound by and subject to the terms of each of the Investor Rights Agreement, the First Refusal Agreement and the Voting Agreement; and the Investor hereby agrees to become a party to each of the Investor Rights Agreement, the First Refusal Agreement and the Voting Agreement with the same force and effect as if the Investor were originally a party thereto who was named as an “Investor” thereunder.
Joinder to Agreements. Effective upon the execution and delivery hereof, the Additional Subsidiary Guarantor hereby agrees that it shall become a "Subsidiary Joinder Agreement
Joinder to Agreements. Equityholder understands, agrees and acknowledges the following:
(a) at the Effective Time, Parent shall deposit or cause to be deposited the portion of the Equity (A-B) Consideration, the Cash Distribution, the Warrants Distribution and the Agreements Distribution to which the Legacy Equityholders are entitled at the Effective Time with the Exchange Agent;
(b) at the Effective Time, Parent shall deposit or cause to be deposited the portion of the Equity (A-B) Consideration which is to be used as escrow for the Legacy Equityholders’ indemnification obligations under the Merger Agreement with the Escrow Agent designated in the Merger Agreement, pursuant to and subject to the terms and conditions of the Merger Agreement and the Escrow Agreement;
