Investor Joinder definition
Examples of Investor Joinder in a sentence
By execution of this Investor Joinder, the undersigned shall have all rights, and shall observe all the obligations, applicable to [fill in name of transferee] (except as otherwise set forth in the Agreement), and to have made on the date hereof all representations and warranties made by such Investor Stockholder, modified, if necessary, to reflect the nature of the undersigned as a corporation, partnership, other entity or natural person.
Any Transfer of Bermore Shares or Artal Shares made in violation of this Agreement (including, without limitation, a Transfer made without obtaining a necessary Investor Joinder) shall be null and void.
Promptly thereafter, Artal shall cause originally executed copies of such Investor Joinder to be delivered to Bermore, Flowers and the Company and shall notify Bermore, Flowers and the Company of the number and type of Artal Shares Transferred.
Any person who executes an Investor Joinder Agreement shall be deemed to be an Investor Stockholder and shall be bound by all obligations and, except to the extent limited in said joinder agreement, entitled to all rights and privileges of an Investor Stockholder as if he, she or it had been an original signatory to this Agreement.
Such notices, demands and other communications will be sent to the Company and each Investor Stockholder at the address or addresses indicated on the signature pages hereto or on the Investor Joinder (as the case may be), or to such other address or to the attention of such other person as the recipient party has specified by prior written notice under this Section 5.7 to the sending party.
Promptly thereafter, Bermore shall cause originally executed copies of such Investor Joinder to be delivered to Artal, Flowers and the Company and shall notify Artal, Flowers and the Company of the number and type of Bermore Shares Transferred.
With respect to the issuance of the Convertible Notes to Additional Investors as set forth under Section 3.2 of the Convertible Note Purchase Agreement, each such Additional Investor shall have executed and delivered to the Company and the other Investors an Additional Investor Joinder Agreement in the form attached as Exhibit A agreeing to be bound by the terms and conditions of this Agreement as a condition precedent to the effectiveness of such issuance of the Convertible Notes.
A Subsequent Private Placement Investor’s maximum commitment hereunder shall be limited to their percentage of total Senior Notes Claims as of the last day of the Subsequent Private Placement Investor Joinder Period.
Each certificate or instrument evidencing shares of Common Stock that is held by a Named Investor or a transferee thereof which is required to execute an Investor Joinder pursuant to Section 2.1(a) of this Agreement on or after the date hereof shall bear the following legend on the face thereof: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).
Promptly thereafter, Heinz shall cause originally executed copies of such Investor Joinder to be delivered to the Company, Artal and the other Investor Stockholders and shall notify such Persons of the number of shares of Series A Preferred Stock Transferred.