Joinder to Merger Agreement. Subject to the Closing, the Stockholder hereby agrees to be bound by Section 2.1, Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 2.9, Section 2.10, Article V, Section 6.2, Article VII and Article VIII of the Merger Agreement, and all other provisions of the Merger Agreement that by their terms purport to bind the Company Equityholders or that are related to Section 2.1, Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 2.9, Section 2.10, Article V, Section 6.2, Article VII and Article VIII of the Merger Agreement and, in each case, solely to the extent such sections are applicable to the Company Equityholders (collectively, the “Relevant Provisions”), subject to the limitations and qualifications contained in such provisions of the Merger Agreement and herein, solely in his, her or its capacity as a Company Equityholder as if a signatory to the Merger Agreement, and, in exchange for the Buyer’s agreement to make the payments to the Stockholder as contemplated by the Merger Agreement, the Stockholder shall comply with, and be subject to, all of the terms, conditions, covenants, agreements and obligations set forth in such Relevant Provisions solely as a Company Equityholder, and, without limiting the foregoing, expressly consents to the withholding of the Holdback Shares and the Company Equityholder Representative Expense Amount, as contemplated by the Merger Agreement.
Joinder to Merger Agreement. Each Stockholder hereby agrees to be and shall be, severally for their pro rata based upon the amount of the Merger Consideration to which such Stockholder is entitled and not jointly, bound by and subject to all of the obligations of the “Stockholders” under the Merger Agreement, including but not limited to those obligations set forth in Article IX thereof, with the same force and effect as if Stockholder were originally a party thereto.
Joinder to Merger Agreement. The Joining Party hereby joins in the Merger Agreement solely for the purposes of becoming a member of the Shareholder Group, as if such Joining Party was a member of the Shareholder Group at the time of the execution and delivery of the Merger Agreement. In addition, the Joining Party shall have the same rights and be bound by the same obligations as a member of the Shareholder Group for all purposes thereof.
Joinder to Merger Agreement. (a) The Warrant Holder hereby joins and agrees to be bound by Section 2.1, Section 2.4, Section 2.6, Section 2.9, Section 3.4, Section 6.10, Article VIII, Article IX, Article X, Article XI and Article XII of the Merger Agreement, and all other provisions of the Merger Agreement that by their terms purport to bind the Company Equityholders or that are related to Section 2.1, Section 2.4, Section 2.6, Section 2.9, Section 3.4, Section 6.10, Article VIII, Article IX, Article X, Article XI and Article XII of the Merger Agreement and applicable to the Company Equityholders (collectively, the “Relevant Provisions”), subject to the limitations and qualifications contained in such provisions of the Merger Agreement and herein, in each case as a Company Equityholder as if a signatory to the Merger Agreement, and the Warrant Holder shall comply with, and be subject to, all of the terms, conditions, covenants, agreements and obligations set forth in such Relevant Provisions as a Company Equityholder, and, without limiting the foregoing, expressly consents to the withholding of the Escrow Amount, the Company Equityholder Representative Expense Amount, the Holdback Amount and, if applicable, amounts from any Future Payments pursuant to Article VIII, as contemplated by the Merger Agreement.
(b) Buyer hereby acknowledges and agrees that the Warrant Holder shall have any and all rights of a Company Equityholder under the Merger Agreement, including the rights set forth in Section 6.10(i) of the Merger Agreement, and all other provisions of the Merger Agreement that by their terms purport to grant any rights to the Company Equityholders or that are related to any such provisions and applicable to the Company Equityholders, as if the Warrant Holder were a signatory to the Merger Agreement, provided that the Company Equityholder Representative shall have the sole authority to act for, and to enforce the rights of, the Warrant Holder under the Merger Agreement in accordance with Section 2.4 of the Merger Agreement.
Joinder to Merger Agreement. (a) The Option Holder hereby joins and agrees to be bound by Section 2.1, Section 2.4, Section 2.6, Section 2.9, Section 3.4, Section 6.10, Article VIII, Article IX, Article X, Article XI and Article XII of the Merger Agreement, and all other provisions of the Merger Agreement that by their terms purport to bind the Company Equityholders or that are related to Section 2.1, Section 2.4, Section 2.6, Section
Joinder to Merger Agreement. Xxxxxx Sub agrees to become a party to, be bound by, and comply with the terms of the Merger Agreement as “Merger Sub” in the same manner as if Merger Sub were an original signatory to the Merger Agreement, and Merger Sub shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties, rights, obligations and conditions of the Merger Agreement applicable to Merger Sub as though an original party thereto.
Joinder to Merger Agreement. Purchaser hereby agrees that it is and shall be deemed for all purposes a party to and bound by the terms of the Merger Agreement as “Purchaser” in the same manner as if Purchaser were an original signatory to the Merger Agreement, and Purchaser is and shall be fully bound by, and subject to, and will comply in all respects with all of the covenants, terms, representations, warranties, rights, obligations and conditions of the Merger Agreement applicable to Purchaser as though an original party thereto and in accordance with the terms and conditions set forth therein. Purchaser acknowledges and agrees that the Merger shall be effected pursuant to Section 251(h) of the DGCL and shall, subject to satisfaction of the conditions set forth in the Merger Agreement, be consummated as soon as practicable following the Offer Acceptance Time.
Joinder to Merger Agreement. Each of the Company Escrow Parties shall have executed and delivered to Parent a joinder to this Agreement, in the form of Exhibit A attached hereto; provided, that any Company Escrow Party that is not receiving Closing Date Consideration shall not be obligated to execute and deliver the joinder until such Company Escrow Party is entitled to receive any portion of the Earn-Out Consideration or Additional Consideration.
Joinder to Merger Agreement. Upon the terms and subject to the conditions set forth in this Joinder Agreement, as of the date set forth below opposite each Signing Stockholder's signature, such Signing Stockholder agrees to join into and be bound by the terms of the Merger Agreement, joining such Merger Agreement as a "Signing Stockholder" as defined in the Merger Agreement.
Joinder to Merger Agreement. Each Target Stockholder hereby agrees that such Target Stockholder is bound by all provisions in the Merger Agreement that provide for any liability or obligation of any Target Stockholder. For the avoidance of doubt, the parties hereto acknowledge and agree that the Target Stockholders are not making the representations and warranties set forth in Article IV of the Merger Agreement or otherwise. In particular and without limitation, from and after the date hereof, each Target Stockholder agrees that each provision of the Merger Agreement requiring the Target Stockholders to take any action (including, without limitation, (i) the obligation to return shares of Parent Preferred Stock pursuant to Section 3.4(f)(i) and 3.4(f)(ii) of the Merger Agreement, if applicable or pay its Pro Rata Portion of any adjustment to the Merger Consideration in accordance with the Merger Agreement, and (ii) the obligation to pay any indemnity claims of the Parent Indemnitees under Article XI of the Merger Agreement) shall constitute a direct obligation of such Target Stockholder, and such Target Stockholder agrees to do each such act and thing required to be done by it pursuant to the Merger Agreement, as if such Target Stockholder were an original party to the Merger Agreement for such purpose; provided that each Target Stockholder’s obligations in respect of Article XI of the Merger Agreement shall be subject to the limitations set forth therein and in Sections 2.3 and 2.5 of this Joinder.
