Joining Stockholder definition
Examples of Joining Stockholder in a sentence
This Joinder Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by, the Company, the Holders and the Joining Stockholder and their respective heirs, personal representatives, successors and assigns.
The Joining Stockholder agrees that, upon the execution of this Joinder Agreement, the Joining Stockholder shall become a party to the Registration Rights Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Registration Rights Agreement and the Joining Stockholder shall be deemed an “Holder” thereunder for all purposes.
This Joinder Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by, the Company, the Stockholders and the Joining Stockholder and their respective heirs, personal representatives, successors and assigns.
Each Joining Stockholder agrees that, upon the execution of this Joinder Agreement, such Joining Stockholder shall become a party to the Stockholders’ Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Stockholders’ Agreement, and such Joining Stockholder shall be deemed a “Stockholder” thereunder for all purposes.
Joining Stockholder agrees to, and does become party to, the Stockholders Agreement and agrees to be and is bound by all of such terms and conditions thereof applicable to a Stockholder as set forth in the Stockholders Agreement.
The Joining Stockholder hereby (i) acknowledges that it has received and reviewed a complete copy of the Agreement and (ii) agrees that upon execution of this Joinder, it shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original thereto and shall be deemed, and is hereby admitted as, a Stockholder for all purposes thereof and entitled to all the rights incidental thereto.
MergerCo represents and warrants to the Shareholder and the Joining Stockholder that it has the requisite capacity and authority to execute and deliver this Joinder Agreement and to fulfill and perform his or its obligations hereunder.
MergerCo is willing to consent to such transfer of the Assigned Shares as a Transfer to a Permitted Transferee pursuant to Section 2.3 of the Voting Agreement, provided that the Joining Stockholder becomes a party to the Voting Agreement, and the Joining Stockholder desires to do so in accordance with the terms hereof.
This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. A Member Holder that is part of a Member Group may designate a Joining Stockholder as a “Designated Transferee” with respect to its Member Group in connection with a transfer contemplated by this Section 6.2 by such Member Holder to such Joining Stockholder.
This Joinder Agreement has been duly and validly executed and delivered by MergerCo and constitutes a legal, valid and binding agreement of MergerCo enforceable by the Shareholder and the Joining Stockholder against MergerCo in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general equitable principles.