New Shareholders. Nothing in this agreement shall restrict the Company from selling shares of its Stock to third persons on such terms and conditions as the Company's Board of Directors deems appropriate.
New Shareholders. Unless otherwise approved by the Board (including the affirmative vote of the Majority Preferred Directors), any new Shareholder of the Company who is not already a Party to this Agreement shall, not later than the time that it becomes a Shareholder of the Company, agree in writing that it adhere to, and be bound by, the terms of this Agreement as a Party to this Agreement.
New Shareholders. Issue or otherwise grant shares of stock to any new shareholders unless (i) Agent has confirmed that such transaction would not cause a violation of the Patriot Act and (ii) such new shareholder(s) has executed a stock pledge agreement and stock power in favor of Agent for the ratable benefit of Lenders, in form and substance satisfactory to Agent.
New Shareholders. 9.1 Admitting a person as a new shareholder of the Company is a Reserved Matter and shall also be subject to such person executing a Deed of Adherence.
New Shareholders. Any Shares transferred by a Shareholder to a person or entity not then a party to this Agreement after following the procedures set forth in this Agreement shall remain subject to the terms, conditions and restrictions of this Agreement.
New Shareholders. Subject to Section 4, Section 5 and Section 7 hereof, the Parties hereby agree that any new shareholder who is not a party to this Agreement may join this Agreement and become a party to this Agreement by executing and delivering to the Company a Deed of Adherence substantially in the form attached hereto as Exhibit A, without any amendment to this Agreement, so as to be bound by and subject to the terms of this Agreement applicable to the holder of the same class of shares that such new shareholder subscribes for.
New Shareholders. 14.1 Each of the parties undertakes to procure that no shares in the capital of the Company shall be allotted, issued or Transferred to or otherwise acquired by a person who is not already a party to this Agreement (a “New Shareholder”) unless the New Shareholder has executed and delivered a deed of accession in the form set out in Schedule 6. The Company will, to the extent permitted by law, not enter the New Shareholder in the register of members unless this Clause 14 has been complied with in all respects.
14.2 The form of the deeds of accession set out in Schedule 6 and the requirements of this Clause 14 may be varied in a manner approved in writing by the Shareholders.
14.3 All executed deeds of accession shall be delivered to and held by the Company (for both itself and the other parties to this Agreement).
14.4 Subject to Clause 14.5, no party may assign, Transfer or create any trust in respect of, or purport to assign, Transfer, or create any trust in respect of, any of its rights or obligations under this Agreement without having first obtained the consent of the Shareholders, together with all relevant third party and regulatory consents.
14.5 An Investor may assign all or any proportionate part of its rights under this Agreement (including its proportionate part of the benefit of the warranties) to a person to whom it Transfers Shares in the capital of the Company in accordance with this Agreement, and any other Transaction Document as appropriate. No such assignment shall release any such Investor of its obligations hereunder for which it shall be jointly and severally liable with such assignee and provided that if such assignee ceases to be a wholly owned member of its Group of the relevant Investor such Investor shall procure that such assignee immediately reassigns such rights and obligations to it or to another of its wholly owned Group members (such further assignee being itself subject to the provisions of this clause).
New Shareholders. The Company agrees to use commercially reasonable efforts to cause any Person or "group" (as defined in the Exchange Act) that acquires ten percent or more of the Company's Voting Securities from the Company or an Affiliate in a merger, stock purchase (other than in an underwritten public offering) or other business combination to, enter into an agreement to vote their shares of capital stock so as to effectuate the Purchasers' rights under Section 4.1.
New Shareholders. The Parties shall procure that no person other than a Shareholder acquires Shares in Company (whether by transfer or allotment) unless he executes the Deed of Adherence in the form stated in Schedule 1 to observe the terms of this Agreement and, to perform all the obligations of the Offeror/ transferor under this Agreement and thereupon each such transferee or allottee shall be treated as a Shareholder for the purposes of this Agreement.
New Shareholders. (i) In the event of the Sale of all or a part of a Party’s Shares pursuant to Section 3.04(A), 3.04 (B), or 3.05 (iv) c) (in the case of 3.05.(iv) c), if applicable), the Party selling the Shares shall procure that the third party purchaser shall become by execution of the Deed of Adherence a Party to this Agreement and become bound by it as if it were the Shareholder Selling the Shares to it. The Selling Shareholder does not guarantee the third party purchaser’s compliance with the terms of this Agreement;
(ii) Furthermore, in any partial Sale of Shares to a third party pursuant to Section 3.04(A), 3.04(B) or 3.05(iv)(c) (in the case of 3.05(iv) c) if applicable), for the purposes of this Agreement, such Selling Party and the third party purchaser shall be treated as a single Party in terms of their rights and obligations against the non-Selling Party; and
(iii) When a Sale of Shares occurs pursuant to Sections 3.04(A), 3.04(B) or 3.05(iv)(c) (in the case of 3.05.(iv) c) if applicable):
a) Where the BBVA Shareholder owns less than 50% of the Shares at the time that such Sale occurs, the rights that the third party purchaser and the Selling Shareholder will jointly be entitled to exercise under this Agreement (including, without limitation, those under Section 6.03(a)), will be determined based on the percentage of the Shares that they own in the aggregate;
b) Where the BBVA Shareholder owns equal to or more than 50% of the Shares at the time that such Sale occurs:
a. The rights that the third party purchaser and the Selling Shareholder will jointly be entitled to exercise under this Agreement (including, without limitation, those under Section 6.03(a)), will be determined based on the percentage of the Shares that the Selling Shareholder owns only and not the Shares that the Selling Shareholder and the third party purchaser own in aggregate.
b. If the Selling Party is a third party which is neither a Dogus Shareholder nor a BBVA Shareholder, the third party purchaser will not execute a Deed of Adherence and will not become a party to this Agreement.
