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.
Appears in 1 contract
Samples: Merger Agreement (Ophthotech Corp.)
Joinder to Merger Agreement. Subject to the Closing, the Stockholder hereby agrees to be bound by Section 2.1Article I, Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 2.9, Section 2.10Article II, Article V, Section 6.2Article VI, Article VII and VII, Article VIII and, to the extent related to the foregoing, Article XI 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 2.1Article I, Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 2.9, Section 2.10Article II, Article V, Section 6.2Article VI, Article VII and VII, Article VIII and, to the extent related to the foregoing, Article XI 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 BuyerParent’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.
Appears in 1 contract
Samples: Support and Joinder Agreement (Solid Biosciences Inc.)
Joinder to Merger Agreement. Subject to the Closing, the Stockholder hereby agrees to be bound by Section 2.1Article I, Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 2.9, Section 2.10Article II, Article V, Section 6.2Article VI and Article VII and, to the extent related to the foregoing, Article VII and Article VIII X 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 2.1Article I, Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 2.9, Section 2.10Article II, Article V, Section 6.2Article VI and Article VII and, to the extent related to the foregoing, Article VII and Article VIII X 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 BuyerParent’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 holder of Company Equityholder, and, without limiting the foregoing, expressly consents Stock as of immediately prior to the withholding of the Holdback Shares and the Company Equityholder Representative Expense AmountEffective Time, as contemplated by the Merger Agreement.
Appears in 1 contract
Samples: Support and Joinder Agreement (Eliem Therapeutics, Inc.)
Joinder to Merger Agreement. Subject to the Closing, the Stockholder Option Holder hereby agrees to be bound by Section 2.1, Section 2.4, Section 2.5, 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 2.5, 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, his or 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 Option Holder as contemplated by the Merger Agreement, the Stockholder Option Holder 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.
Appears in 1 contract
Samples: Merger Agreement (Ophthotech Corp.)