Common use of FORM OF JOINDER AGREEMENT Clause in Contracts

FORM OF JOINDER AGREEMENT. This Joinder Agreement (this “Agreement”) is made as of , 20 , by , a (the “New Subsidiary”), pursuant to Section 6.8 of that certain Note and Warrant Purchase Agreement, dated as of March 31, 2014 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Purchase Agreement”), among KIOR, INC., a Delaware corporation (“KiOR”), certain Subsidiaries of KiOR from time to time party thereto, each purchaser from time to time party thereto (collectively, the “Purchasers”), and KFT Trust, Xxxxx Xxxxxx, Trustee, as agent for the Purchasers (in such capacity, the “Agent”). All capitalized terms used in this Agreement and not otherwise defined herein shall have the same meanings herein as in the Purchase Agreement. The New Subsidiary hereby (a) agrees to become a “Company” under, and does hereby join and become a party to the Purchase Agreement as a Company, (b) expressly assumes, and agrees to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a Company (other than KiOR) under the Purchase Agreement (including, without limitation, guaranteeing the payment and performance of the Secured Obligations as provided in Section 12.1 of the Purchase Agreement), and (c) accepts and assumes any liability of a Company (other than KiOR) related to each representation, warranty, covenant or obligation made by a Company (other than KiOR) in the Purchase Agreement, and hereby expressly affirms, as of the date hereof, each of such representations, warranties, covenants and obligations, in each case, as if it was an original signatory thereto. The New Subsidiary hereby grants, as and to the same extent as provided in the Purchase Agreement, to the Agent, for the benefit of Agent and the Purchasers, a continuing security interest in the Collateral (as such term is defined in Section 1 of the Purchase Agreement) of such New Subsidiary. From and after the date of this Agreement, all references to the term “Company” in the Purchase Agreement shall be deemed to be a reference to, and shall include, the New Subsidiary. This Agreement shall be effective as of the date first set forth above and is subject to the condition precedent that the Agreement shall be duly executed and delivered by each of the Agent and the New Subsidiary. This Agreement may be executed in counterparts which, when taken together, shall constitute an original. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (including .pdf format via electronic mail) shall be equally effective as delivery of a manually executed counterpart. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. This Agreement shall constitute a Transaction Document under the Purchase Agreement.

Appears in 2 contracts

Samples: Subordination Agreement (Kior Inc), Subordination Agreement (Kior Inc)

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FORM OF JOINDER AGREEMENT. This Joinder Agreement [●] (this AgreementCompany”) is made as of , 20 , by , a (the “New Subsidiary”), executing and delivering this Joinder Agreement pursuant to Section 6.8 of that certain Note and Warrant Purchase the Company Franchise Agreement, dated as of March 31[●], 2014 by and among _________________, a company organized under the Laws of Hong Kong (as amended, restated, supplemented or otherwise modified and in effect from time to time, the Purchase AgreementParent”), among KIOR, INC._______________________________, a Delaware corporation company organized under the laws of the People’s Republic of China (“KiOR”), certain Subsidiaries of KiOR from time to time party thereto, each purchaser from time to time party thereto (collectively, the “PurchasersShanghai Franchisee”), and KFT TrustPLK APAC Pte. Ltd., Xxxxx Xxxxxx, Trustee, as agent for a company organized under the Purchasers Laws of Singapore (in such capacity, the AgentFRANCHISOR”). All capitalized Capitalized terms used but not defined in this Joinder Agreement and not otherwise defined herein shall have the same respective meanings herein as ascribed to them in the Purchase Company Franchise Agreement. The New Subsidiary Parent and the Company jointly and severally represent and warrant to FRANCHISOR that the Company is an entity: (i) established in the Territory; (ii) approved by FRANCHISOR in accordance with the applicable provisions of the Company Franchise Agreement; (iii) owned 100% by Parent or a wholly-owned subsidiary of Parent; (iv) which will operate Franchised Restaurants in the Territory; and (v) which has executed and delivered to FRANCHISOR this Joinder Agreement. By executing and delivering this Joinder Agreement, the Company hereby (a) agrees to become a “Company” underparty to, to be bound by, and does hereby join to comply with the rights and become a party to obligations set forth in the Purchase Company Franchise Agreement as a CompanyFranchisee thereunder. In connection therewith, (b) expressly assumes, and agrees to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a Company (other than KiOR) under the Purchase Agreement (including, without limitation, guaranteeing the payment and performance of the Secured Obligations as provided in Section 12.1 of the Purchase Agreement), and (c) accepts and assumes any liability of a Company (other than KiOR) related to each representation, warranty, covenant or obligation made by a Company (other than KiOR) in the Purchase Agreement, and hereby expressly affirms, effective as of the date hereof, each of such representations, warranties, covenants the Company hereby makes the representations and obligations, warranties contained in each case, as if it was an original signatory theretothe Company Franchise Agreement. The New Subsidiary hereby grants, as Company will execute and deliver to FRANCHISOR a Unit Addendum in the form of Schedule B to the same extent as provided in Company Franchise Agreement with respect to each Franchised Restaurant owned and operated by the Purchase Company. The Company hereby acknowledges and agrees that, upon the execution and delivery of this Joinder Agreement, the Company will be jointly and severally liable with Parent, Shanghai Franchisee and all other Approved Subsidiaries for all of the liabilities and obligations of Franchisee pursuant to the Agent, for the benefit of Agent Company Franchise Agreement and the Purchasers, a continuing security interest in the Collateral (as such term is defined in Section 1 of the Purchase Agreement) of such New Subsidiary. From and after the date of this Agreement, all references to the term “Company” in the Purchase Agreement shall be deemed to be a reference to, and shall include, the New Subsidiaryeach Unit Addendum issued thereunder. This Joinder Agreement shall be effective as and any non-contractual obligations arising out of the date first set forth above and is subject to the condition precedent that the Agreement shall be duly executed and delivered by each of the Agent and the New Subsidiary. This Agreement may be executed or in counterparts which, when taken together, shall constitute an original. Delivery of an executed counterpart of connection with this Agreement by facsimile or electronic transmission (including .pdf format via electronic mail) shall be equally effective as delivery of a manually executed counterpart. This Joinder Agreement shall be governed by, and construed and enforced interpreted in accordance with, with the laws substantive Laws of the State [People’s Republic of New York, excluding conflict China] without regard to conflicts of laws principles that would cause the application law principles. Any Dispute arising out of laws of any other jurisdiction. This this Joinder Agreement shall constitute a Transaction Document under be settled by arbitration in accordance with clause 18.2 of the Purchase Company Franchise Agreement.

Appears in 2 contracts

Samples: Share Purchase Agreement (TH International LTD), Share Purchase Agreement (TH International LTD)

FORM OF JOINDER AGREEMENT. This The undersigned is executing and delivering this Joinder Agreement (this “Agreement”) is made as of , 20 , by , a (the “New Subsidiary”), pursuant to Section 6.8 of that certain Note and Warrant Purchase Registration Rights Agreement, dated as of March 31[___], 2014 2021 (as amended, restated, supplemented or otherwise modified and in effect from time to timeaccordance with the terms thereof, the “Purchase Registration Rights Agreement”), by and among KIORXxxxxx Group, Inc. and certain stockholders party thereto. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Registration Rights Agreement. By executing and delivering this Joinder Agreement to the Registration Rights Agreement, the undersigned hereby adopts and approves the Registration Rights Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming a [Transferee of Registrable Securities] and [a Principal Stockholder][a Holder], to be bound by and comply with the provisions of, the Registration Rights Agreement, including Section 2.12 therein, in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement. [Describe partial transfer of registration rights, if applicable.] The undersigned acknowledges and agrees that Article III of the Registration Rights Agreement is incorporated herein by reference, mutatis mutandis. Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , . (Signature of [Transferee][New Holder]) (Print Name of [Transferee][New Holder]) Address: Annex A Telephone: Facsimile: Email: AGREED AND ACCEPTED as of the ____ day of ____________, _____. XXXXXX GROUP, INC.. By: Name: Title: PAMPLONA CAPITAL PARTNERS V, a Delaware corporation L.P. By: By: Name: Title: Annex B FORM OF SPOUSAL CONSENT In consideration of the execution of that certain Registration Rights Agreement, dated as of [___], 2021 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the KiORRegistration Rights Agreement”), by and among Xxxxxx Group, Inc. and certain Subsidiaries of KiOR from time to time stockholders party thereto, each purchaser from time to time party thereto (collectivelyI, ____________________, the “Purchasers”)spouse of ___________________________, who is a party to the Registration Rights Agreement, do hereby join with my spouse in executing the foregoing Registration Rights Agreement and KFT Trustdo hereby agree to be bound by all of the terms and provisions thereof, Xxxxx Xxxxxxin consideration of [Transfer][acquisition] of Registrable Securities and all other interests I may have in the shares and securities subject thereto, Trustee, whether the interest may be pursuant to community property laws or similar laws relating to marital property in effect in the state or province of my or our residence as agent for of the Purchasers (in such capacity, the “Agent”)date of signing this consent. All capitalized Capitalized terms used in this Agreement and but not otherwise defined herein shall have the same meanings herein as meaning ascribed to such terms in the Purchase Registration Rights Agreement. The New Subsidiary hereby (a) agrees to become a “Company” under, and does hereby join and become a party to the Purchase Agreement as a Company, (b) expressly assumes, and agrees to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a Company (other than KiOR) under the Purchase Agreement (including, without limitation, guaranteeing the payment and performance of the Secured Obligations as provided in Section 12.1 of the Purchase Agreement), and (c) accepts and assumes any liability of a Company (other than KiOR) related to each representation, warranty, covenant or obligation made by a Company (other than KiOR) in the Purchase Agreement, and hereby expressly affirms, Dated as of the date hereof_______ __, each ____ (Signature of such representations, warranties, covenants and obligations, in each case, as if it was an original signatory thereto. The New Subsidiary hereby grants, as and to the same extent as provided in the Purchase Agreement, to the Agent, for the benefit Spouse) (Print Name of Agent and the Purchasers, a continuing security interest in the Collateral (as such term is defined in Section 1 of the Purchase Agreement) of such New Subsidiary. From and after the date of this Agreement, all references to the term “Company” in the Purchase Agreement shall be deemed to be a reference to, and shall include, the New Subsidiary. This Agreement shall be effective as of the date first set forth above and is subject to the condition precedent that the Agreement shall be duly executed and delivered by each of the Agent and the New Subsidiary. This Agreement may be executed in counterparts which, when taken together, shall constitute an original. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (including .pdf format via electronic mail) shall be equally effective as delivery of a manually executed counterpart. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. This Agreement shall constitute a Transaction Document under the Purchase Agreement.Spouse)

Appears in 2 contracts

Samples: Registration Rights Agreement (Latham Group, Inc.), Registration Rights Agreement (Latham Group, Inc.)

FORM OF JOINDER AGREEMENT. This Joinder The undersigned (“Joining Party”) hereby (i) acknowledges that it has read and understands that certain Restructuring Support Agreement (this the “Agreement”) is made as of , 20 , by , a (the “New Subsidiary”), pursuant to Section 6.8 of that certain Note and Warrant Purchase Agreement, dated as of March 31[l], 2014 2017, by and among (as amendedA) Crossroads Systems, restated, supplemented or otherwise modified and in effect from time to time, the “Purchase Agreement”), among KIOR, INC.Inc., a Delaware corporation (the KiORDebtor”), certain Subsidiaries of KiOR from time (B) 210/CRDS Investment LLC, a Texas limited liability company (“210”) and (C) the Consenting Preferred Shareholders (as defined in the Agreement); and (ii) agrees to time party thereto, each purchaser from time be bound by the terms and conditions thereof to time party thereto (collectively, the “Purchasers”)extent and in the same manner as if the Joining Party was a Consenting Preferred Shareholder thereunder, and KFT Trust, Xxxxx Xxxxxx, Trustee, as agent for shall be deemed a Consenting Preferred Shareholder and a Party under the Purchasers (in such capacity, terms of the “Agent”)Agreement. All capitalized Capitalized terms used in this Agreement and not otherwise defined herein shall have the same meanings herein as set forth in the Purchase Agreement. The New Subsidiary hereby (a) agrees to become a “Company” under, All notices and does hereby join and become a party other communications to the Purchase Agreement as a Company, (b) expressly assumes, and agrees Joining Party given or made pursuant to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a Company (other than KiOR) under the Purchase Agreement (including, without limitation, guaranteeing the payment and performance of the Secured Obligations as provided in Section 12.1 of the Purchase Agreement), and (c) accepts and assumes any liability of a Company (other than KiOR) related to each representation, warranty, covenant or obligation made by a Company (other than KiOR) in the Purchase Agreement, and hereby expressly affirms, as of the date hereof, each of such representations, warranties, covenants and obligations, in each case, as if it was an original signatory thereto. The New Subsidiary hereby grants, as and to the same extent as provided in the Purchase Agreement, to the Agent, for the benefit of Agent and the Purchasers, a continuing security interest in the Collateral (as such term is defined in Section 1 of the Purchase Agreement) of such New Subsidiary. From and after the date of this Agreement, all references to the term “Company” in the Purchase Agreement shall be deemed to be a reference to, and shall include, the New Subsidiary. This Agreement shall be effective as of the date first set forth above and is subject to the condition precedent that the Agreement shall be duly executed sent to the address indicated in the below signature block. Date Executed: [DATE], [PLACE] [JOINING PARTY NAME] By: Name: [NAME] Title: [TITLE] Notice Address for Joining Party: [JOINING PARTY NAME] [ADDRESS] Attn: [NAME] Facsimile: [FAX NUMBER] Email: [EMAIL ADDRESS] EXHIBIT B FORM OF SPA CROSSROADS SYSTEMS, INC. SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [_______], 2017, is made by and delivered by each of the Agent and the New Subsidiary. This Agreement may be executed in counterparts whichbetween Crossroads Systems, when taken togetherInc., shall constitute an original. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (including .pdf format via electronic mail) shall be equally effective as delivery of a manually executed counterpart. This Agreement shall be governed by, and construed and enforced in accordance with, corporation organized under the laws of the State of New YorkDelaware (the “Company”), excluding conflict of laws principles that would cause and 210/CRDS Investment LLC, a Texas limited liability company (the application of laws of any other jurisdiction. This Agreement shall constitute a Transaction Document under the Purchase Agreement“Purchaser”).

Appears in 1 contract

Samples: Securities Purchase Agreement (Crossroads Systems Inc)

FORM OF JOINDER AGREEMENT. This Joinder Agreement (this “Agreement”) is made as of , 20 , by , a (the “New Subsidiary”), pursuant to Section 6.8 of that certain Note and Warrant Purchase Agreement, dated as of March 31October 18, 2014 2013 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Purchase Agreement”), among KIOR, INC., a Delaware corporation (“KiOR”), certain Subsidiaries of KiOR from time to time party thereto, each purchaser from time to time party thereto (collectively, the “Purchasers”), and KFT TrustXxxxxx Ventuers III, Xxxxx Xxxxxx, TrusteeLP, as agent for the Purchasers (in such capacity, the “Agent”). All capitalized terms used in this Agreement and not otherwise defined herein shall have the same meanings herein as in the Purchase Agreement. The New Subsidiary hereby (a) agrees to become a “Company” under, and does hereby join and become a party to the Purchase Agreement as a Company, (b) expressly assumes, and agrees to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a Company (other than KiOR) under the Purchase Agreement (including, without limitation, guaranteeing the payment and performance of the Secured Obligations as provided in Section 12.1 of the Purchase Agreement), and (c) accepts and assumes any liability of a Company (other than KiOR) related to each representation, warranty, covenant or obligation made by a Company (other than KiOR) in the Purchase Agreement, and hereby expressly affirms, as of the date hereof, each of such representations, warranties, covenants and obligations, in each case, as if it was an original signatory thereto. The New Subsidiary hereby grants, as and to the same extent as provided in the Purchase Agreement, to the Agent, for the benefit of Agent and the Purchasers, a continuing security interest in the Collateral (as such term is defined in Section 1 2 of the Purchase Agreement) of such New Subsidiary. The New Subsidiary shall, on or prior to the date hereof, deliver a Collateral Information Certificate covering substantially the same matters as covered in the certificate delivered by the Company pursuant to Section 4.12 of the Purchase Agreement. From and after the date of this Agreement, all references to the term “Company” in the Purchase Agreement shall be deemed to be a reference to, and shall include, the New Subsidiary. This Agreement shall be effective as of the date first set forth above and is subject to the condition precedent that the Agreement shall be duly executed and delivered by each of the Agent and the New Subsidiary. This Agreement may be executed in counterparts which, when taken together, shall constitute an original. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (including .pdf format via electronic mail) shall be equally effective as delivery of a manually executed counterpart. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. This Agreement shall constitute a Transaction Document under the Purchase Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Kior Inc)

FORM OF JOINDER AGREEMENT. This The undersigned is executing and delivering this Joinder Agreement (this “Agreement”) is made as of , 20 , by , a (the “New Subsidiary”), pursuant to Section 6.8 of that certain Note and Warrant Purchase Registration Rights Agreement, dated as of March 31[___], 2014 2021 (as amended, restated, supplemented or otherwise modified and in effect from time to timeaccordance with the terms thereof, the “Purchase Registration Rights Agreement”), by and among KIORClear Secure, Inc., Alclear Investments, LLC, Alclear Investments II, LLC and the other Persons who execute the signature pages thereto under the heading “Additional Holders.” Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Registration Rights Agreement. By executing and delivering this Joinder Agreement to the Registration Rights Agreement, the undersigned hereby adopts and approves the Registration Rights Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming a Transferee of Registrable Securities, to be bound by and comply with the provisions of, the Registration Rights Agreement, including Section 2.12 therein, in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement. The undersigned acknowledges and agrees that Article III of the Registration Rights Agreement is incorporated herein by reference, mutatis mutandis. Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the __ day of ____________, _____. (Signature of Transferee) (Print Name of Transferee) Address: Telephone: Facsimile: Email: AGREED AND ACCEPTED as of the ____ day of ____________, _____. CLEAR SECURE, INC.. By: Name: Title: Annex C FORM OF SPOUSAL CONSENT In consideration of the execution of that certain Registration Rights Agreement, a Delaware corporation dated as of [___], 2021 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the KiORRegistration Rights Agreement”), certain Subsidiaries of KiOR from time to time party by and among Clear Secure, Inc., Alclear Investments, LLC, Alclear Investments II, LLC and the other parties thereto, each purchaser from time to time party thereto (collectivelyI, ____________________, the “Purchasers”)spouse of ___________________________, who is a party to the Registration Rights Agreement, do hereby join with my spouse in executing the foregoing Registration Rights Agreement and KFT Trustdo hereby agree to be bound by all of the terms and provisions thereof, Xxxxx Xxxxxxin consideration of Transfer of Registrable Securities and all other interests I may have in the shares and securities subject thereto, Trustee, whether the interest may be pursuant to community property laws or similar laws relating to marital property in effect in the state or province of my or our residence as agent for of the Purchasers (in such capacity, the “Agent”)date of signing this consent. All capitalized Capitalized terms used in this Agreement and but not otherwise defined herein shall have the same meanings herein as meaning ascribed to such terms in the Purchase Registration Rights Agreement. The New Subsidiary hereby (a) agrees to become a “Company” under, and does hereby join and become a party to the Purchase Agreement as a Company, (b) expressly assumes, and agrees to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a Company (other than KiOR) under the Purchase Agreement (including, without limitation, guaranteeing the payment and performance of the Secured Obligations as provided in Section 12.1 of the Purchase Agreement), and (c) accepts and assumes any liability of a Company (other than KiOR) related to each representation, warranty, covenant or obligation made by a Company (other than KiOR) in the Purchase Agreement, and hereby expressly affirms, Dated as of the date hereof_______ __, each ____ (Signature of such representations, warranties, covenants and obligations, in each case, as if it was an original signatory thereto. The New Subsidiary hereby grants, as and to the same extent as provided in the Purchase Agreement, to the Agent, for the benefit Spouse) (Print Name of Agent and the Purchasers, a continuing security interest in the Collateral (as such term is defined in Section 1 of the Purchase Agreement) of such New Subsidiary. From and after the date of this Agreement, all references to the term “Company” in the Purchase Agreement shall be deemed to be a reference to, and shall include, the New Subsidiary. This Agreement shall be effective as of the date first set forth above and is subject to the condition precedent that the Agreement shall be duly executed and delivered by each of the Agent and the New Subsidiary. This Agreement may be executed in counterparts which, when taken together, shall constitute an original. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (including .pdf format via electronic mail) shall be equally effective as delivery of a manually executed counterpart. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. This Agreement shall constitute a Transaction Document under the Purchase Agreement.Spouse)

Appears in 1 contract

Samples: Registration Rights Agreement (Clear Secure, Inc.)

FORM OF JOINDER AGREEMENT. This [—] (the “Joinder Agreement (this “AgreementParty”) is made as of , 20 , by , a (the “New Subsidiary”), executing and delivering this Joinder Agreement pursuant to Section 6.8 of that certain Note and Warrant Purchase the Framework Agreement, dated as of March 31July 29, 2014 2011 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Purchase Framework Agreement”), by and among KIORAlibaba Group Holding Limited, INCa company organized under the laws of the Cayman Islands (“Alibaba”), SOFTBANK CORP., a Japanese corporation and shareholder of Alibaba, Yahoo! Inc., a Delaware corporation (“KiOR”)and shareholder of Alibaba, certain Subsidiaries Xxxxxx.xxx Co., Ltd., a limited liability company organized under the laws of KiOR from time to time party theretothe People’s Republic of China, each purchaser from time to time party thereto (collectivelyAPN Ltd., a company organized under the laws of the Cayman Islands, Zhejiang Alibaba E-Commerce Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, the “Purchasers”)Joinder Parties, and KFT Trustsolely with respect to the Sections referred to in Section 10.05 therein, Xxxx Xx Yun and Xxxxxx Xxxxx Xxxxxx, Trustee, as agent for Xxxx. Capitalized terms used but not defined herein have the Purchasers (respective meanings ascribed to them in such capacitythe Framework Agreement. By executing this Joinder Agreement and delivering it to Alibaba, the “Agent”). All capitalized terms used in this Agreement and not otherwise defined herein shall have the same meanings herein as in the Purchase Agreement. The New Subsidiary Joinder Party hereby (a) agrees to become a “Company” underparty to, to be bound by, and does hereby join to comply with the provisions of the Framework Agreement and become a party the terms of each the Transaction Documents applicable to the Purchase Agreement as a CompanyZhejiang Alibaba E-Commerce Co., (b) expressly assumes, and agrees to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a Company (other than KiOR) under the Purchase Agreement (including, without limitation, guaranteeing the payment and performance of the Secured Obligations as provided in Section 12.1 of the Purchase Agreement), and (c) accepts and assumes any liability of a Company (other than KiOR) related to each representation, warranty, covenant or obligation made by a Company (other than KiOR) Ltd. Shareholders in the Purchase Agreement, and hereby expressly affirms, as of the date hereof, each of such representations, warranties, covenants and obligations, in each case, same manner as if it was the Joining Party had been an original signatory party thereto. The New Subsidiary hereby grantsJoinder Party agrees to refrain from taking any actions that would directly or indirectly (with or without the passage of time) cause the Zhejiang Alibaba E-Commerce Co., as Ltd. Shareholders to fail to satisfy such obligations under the Framework Agreement or any Transaction Documents thereto. Each Party to the Framework Agreement is intended to be a third party beneficiary to this Joinder Agreement and shall be entitled to rely upon, and enforce this Joinder Agreement, to the same extent as provided in the Purchase Agreementif it is a signatory hereto. [Remainder of Page Intentionally Left Blank] Accordingly, to the Agent, for the benefit of Agent and the Purchasers, a continuing security interest in the Collateral (as such term is defined in Section 1 each of the Purchase Agreement) of such New Subsidiary. From and after the date of undersigned has executed this Agreement, all references to the term “Company” in the Purchase Joinder Agreement shall be deemed to be a reference to, and shall include, the New Subsidiary. This Agreement shall be effective as of the date first set forth above and is subject to the condition precedent day of , 20 . JOINDER PARTY ALIBABA GROUP HOLDING LIMITED By: By: Name: Name: Title: Title: ZHEJIANG ALIBABA E-COMMERCE CO., LTD. By: Name: Title: FORM OF SPOUSAL CONSENT The undersigned represents that the Agreement shall be duly executed undersigned is the spouse of: Name of [Joinder Party] and delivered by each that the undersigned is familiar with the terms of the Agent Framework Agreement, dated as of July 29, 2011 (the “Framework Agreement”), by and the New Subsidiary. This Agreement may be executed in counterparts whichamong Alibaba Group Holding Limited, when taken together, shall constitute an original. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (including .pdf format via electronic mail) shall be equally effective as delivery of a manually executed counterpart. This Agreement shall be governed by, and construed and enforced in accordance with, company organized under the laws of the State Cayman Islands (“Alibaba”), SOFTBANK CORP., a Japanese corporation and shareholder of New YorkAlibaba, excluding conflict Yahoo! Inc., a Delaware corporation and shareholder of laws principles that would cause Alibaba, Xxxxxx.xxx Co., Ltd., a company organized under the application of laws of any other jurisdictionthe People’s Republic of China, APN Ltd., a company organized under the laws of the Cayman Islands, Zhejiang Alibaba E-Commerce Co., Ltd., a company organized under the laws of the People’s Republic of China, solely with respect to the Sections referred to in Section 10.05 therein, Xxxx Xx Yun and Xxxxxx Xxxxx Xxxx, and the Joinder Parties. This The undersigned hereby agrees that the interest of the undersigned’s spouse in all property which is the subject of such Framework Agreement shall constitute a Transaction Document under be irrevocably bound by the Purchase terms of such Framework Agreement and by any amendment, modification, waiver or termination signed by the undersigned’s spouse. The undersigned further agrees that the undersigned’s interest, including any marital property interest or right to an elective share, in all property which is the subject of such Framework Agreement shall be irrevocably bound by the terms of such Framework Agreement., and that such Framework Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes the undersigned’s spouse to amend, modify or terminate such Framework Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by the undersigned’s spouse shall be binding on the interest of the undersigned, including any marital property interest or right to an elective share, in all property which is the subject of such Framework Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: , 20 Name: Annex D Dated this [—] day of [—], [—] BY: Xxxx Xx Yun AND Xxxxxx Xxxxx Xxxx IN FAVOUR OF: [—] FORM OF SHORTFALL AMOUNT MORTGAGE TABLE OF CONTENTS Page 1. Interpretation 2 2. Mortgagors Representations and Warranties 4 3. [Reserved] 5

Appears in 1 contract

Samples: Framework Agreement (Alibaba Group Holding LTD)

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FORM OF JOINDER AGREEMENT. This Joinder Agreement (this “Agreement”) is made as of , 20 , by , a (the “New Subsidiary”), pursuant to Section 6.8 of that certain Note and Warrant Purchase Agreement, dated as of March 31_________ __, 2014 20__, is delivered pursuant to Section 7.10 (Additional Grantors) of the Pledge and Security Agreement, dated as of April 30, 2013 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Purchase Pledge and Security Agreement”), among KIOR, INC., a Delaware corporation by AMC Entertainment Inc. (the KiORCompany), certain ) and the Subsidiaries of KiOR from time to time party theretothe Company listed on the signature pages thereof in favor of the Citicorp North America, each purchaser from time to time party thereto (collectively, the “Purchasers”), and KFT Trust, Xxxxx Xxxxxx, TrusteeInc., as agent for the Purchasers (Secured Parties referred to therein. Capitalized terms used herein but not defined herein are used with the meanings given them in such capacitythe Pledge and Security Agreement. By executing and delivering this Joinder Agreement, the “Agent”). All capitalized terms used undersigned, as provided in this Agreement Section 7.10 (Additional Grantors) of the Pledge and not otherwise defined herein shall have the same meanings herein as in the Purchase Security Agreement. The New Subsidiary , hereby (a) agrees to become a “Company” under, and does hereby join and become becomes a party to the Purchase Pledge and Security Agreement as a CompanyGrantor thereunder with the same force and effect as if originally named as a Grantor therein and, (b) expressly assumes, and agrees to perform and observe, each and every one without limiting the generality of the covenantsforegoing, rightshereby grants to the Administrative Agent, promisesas collateral security for the full, agreementsprompt and complete payment and performance when due (whether at stated maturity, termsby acceleration or otherwise) of the Obligations of the undersigned, conditionshereby collaterally assigns, obligationsmortgages, appointmentspledges and hypothecates to the Administrative Agent and grants to the Administrative Agent a Lien on and security interest in, duties all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Company (other than KiOR) under Grantor thereunder. The information set forth in Annex I hereto is hereby added to the Purchase information set forth in Schedules 1 through 6 to the Pledge and Security Agreement. [By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement (including, without limitation, guaranteeing may be attached to the payment Pledge and performance Security Agreement and that the Pledged Collateral listed on Annex 1 hereto to this Pledge Amendment shall be and become part of the Secured Collateral referred to in the Pledge and Security Agreement and shall secure all Obligations as provided in Section 12.1 of the Purchase Agreement), undersigned.]1 The undersigned hereby represents and warrants that each of the representations and warranties contained in Article III (cRepresentations and Warranties) accepts of the Pledge and assumes any liability of a Company (other than KiOR) related Security Agreement applicable to each representation, warranty, covenant or obligation it is true and correct in all material respects on and as the date hereof as if made by a Company (other than KiOR) in the Purchase Agreement, on and hereby expressly affirms, as of such date. In witness whereof, the date hereof, each of such representations, warranties, covenants and obligations, in each case, as if it was an original signatory thereto. The New Subsidiary hereby grants, as and to the same extent as provided in the Purchase Agreement, to the Agent, for the benefit of Agent and the Purchasers, a continuing security interest in the Collateral (as such term is defined in Section 1 of the Purchase Agreement) of such New Subsidiary. From and after the date of undersigned has caused this Agreement, all references to the term “Company” in the Purchase Joinder Agreement shall be deemed to be a reference to, duly executed and shall include, the New Subsidiary. This Agreement shall be effective delivered as of the date first set forth above and is subject to the condition precedent that the Agreement shall be duly executed and delivered by each of the Agent and the New Subsidiarywritten. This Agreement may be executed in counterparts which, when taken together, shall constitute an original. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (including .pdf format via electronic mail) shall be equally effective as delivery of a manually executed counterpart. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. This Agreement shall constitute a Transaction Document under the Purchase Agreement.[Additional Grantor]

Appears in 1 contract

Samples: Pledge and Security Agreement (Amc Entertainment Inc)

FORM OF JOINDER AGREEMENT. This Joinder Agreement (this “Agreement”) is made as Quintiles Transnational Corp. 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx Xxxxxxxx 00000 Attn: Board of Directors Gentlemen: In consideration of the [transfer] [issuance] to the undersigned of shares of Common Stock, 20 par value $0.01 per share, by [Describe any other security being transferred or issued] of Quintiles Transnational Corp., a North Carolina corporation (the “New SubsidiaryCompany”), pursuant the undersigned [represents that it is a Permitted Transferee of [Insert name of transferor] and] * agrees that, as of the date written below, [he] [she] [it] shall become a party to Section 6.8 of that certain Note and Warrant Purchase Agreement, Shareholders Agreement dated as of March 31January 22, 2014 (2008, as amended, restated, supplemented such agreement may have been or otherwise modified and in effect may be amended from time to time, time (the “Purchase Agreement”), among KIOR, INC., a Delaware corporation (“KiOR”), certain Subsidiaries of KiOR from time to time party thereto, each purchaser from time to time party thereto (collectively, the “Purchasers”)Company and the persons named therein, and KFT Trust, Xxxxx Xxxxxx, Trustee, [as agent for the Purchasers (in such capacity, the “Agent”). All capitalized terms used in this Agreement and not otherwise defined herein a Permitted Transferee shall have the same meanings herein as in the Purchase Agreement. The New Subsidiary hereby (a) agrees to become a “Company” underbe fully bound by, and does hereby join and become a party to the Purchase Agreement as a Companysubject to, (b) expressly assumes, and agrees to perform and observe, each and every one all of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties terms and liabilities of a Company (other than KiOR) under the Purchase Agreement (including, without limitation, guaranteeing the payment and performance conditions of the Secured Obligations as provided in Section 12.1 Agreement that were applicable to the undersigned’s transferor,]* [shall be fully bound by, and subject to, the provisions of the Purchase AgreementAgreement that are applicable to — Describe and list exceptions, if applicable,]** [shall be fully bound by, and subject only to, Sections 2.1, 2.2, 2.3(b), 2.4 and (c) accepts Article V of the Agreement]*** as though an original party thereto and assumes any liability of shall be deemed a Company (other than KiOR) related to each representation, warranty, covenant or obligation made by a Company (other than KiOR) in the Purchase Agreement, and hereby expressly affirms, [Management Shareholder] [Additional Shareholder] [Bain Shareholder] [Temasek Shareholder] [TPG Shareholder] [3i Shareholder][Institutional Shareholder] [DG Shareholder] for purposes thereof. Executed as of the date hereofday of , each of such representations, warranties, covenants and obligations, in each case, as 20 . [NAME OF SHAREHOLDER] By: Name: Title: Address: ACKNOWLEDGED AND ACCEPTED: QUINTILES TRANSNATIONAL CORP. By: Name: Title: * Include if it was an original signatory theretotransferee is a Permitted Transferee. The New Subsidiary hereby grants, as and to the same extent as provided in the Purchase Agreement, to the Agent, for the benefit of Agent and the Purchasers, a continuing security interest in the Collateral (as such term is defined in Section 1 of the Purchase Agreement) of such New Subsidiary. From and after the date of this Agreement, all references to the term “Company” in the Purchase Agreement shall be deemed to be a reference to, and shall include, the New Subsidiary. This Agreement shall be effective as of the date first set forth above and is subject to the condition precedent that the Agreement shall be duly executed and delivered by each of the Agent and the New Subsidiary. This Agreement may be executed in counterparts which, when taken together, shall constitute an original. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (including .pdf format via electronic mail) shall be equally effective as delivery of a manually executed counterpart. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. This Agreement shall constitute a Transaction Document under the Purchase Agreement** Describe.

Appears in 1 contract

Samples: Shareholders Agreement (Quintiles Transnational Holdings Inc.)

FORM OF JOINDER AGREEMENT. This Joinder Agreement (this “Agreement”) is made JOINDER AGREEMENT, dated as of [_____________], 20 , by , a (the “New Subsidiary”), is delivered pursuant to Section 6.8 9.6 of that certain Note the Guaranty and Warrant Purchase Security Agreement, dated as of March 31January 29, 2014 2010 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Purchase Guaranty and Security Agreement”), by and among KIORCountryplace Acceptance Corporation, INCa Nevada corporation (“CPA”), Countryplace Mortgage, LTD., a Texas limited partnership (“CPM”), CountryPlace Mortgage Holdings, LLC, a Delaware limited liability company (“Mortgage SPV”, together with CPM and CPA, the “Borrowers” and each individually a “Borrower”), Palm Harbor Homes, Inc., a Florida corporation (“KiORParent”), certain Subsidiaries of KiOR from time to time party theretoCountryplace Acceptance G.P., LLC, a Texas limited liability company (“GP LLC”), Countryplace Acceptance L.P., LLC, a Delaware limited liability company (“LP LLC” and, together with Parent, GP LLC, each purchaser from time to time of the other entities that becomes a party thereto (collectivelypursuant to Section 9.6 thereof and the Borrowers, the “PurchasersGrantors”), and KFT Trustin favor of Virgo Service Company LLC, Xxxxx Xxxxxx, Trusteea Delaware limited liability company (“Virgo”), as administrative agent for and collateral agent. Capitalized terms used herein without definition are used as defined in the Purchasers (in such capacityGuaranty and Security Agreement. By executing and delivering this Joinder Agreement, the “Agent”). All capitalized terms used undersigned, as provided in this Agreement Section 9.6 of the Guaranty and not otherwise defined herein shall have the same meanings herein as in the Purchase Security Agreement. The New Subsidiary , hereby (a) agrees to become a “Company” under, and does hereby join and become becomes a party to the Purchase Guaranty and Security Agreement as a CompanyGrantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (bwhether at stated maturity, by acceleration or otherwise) expressly assumesof the Secured Obligations of the undersigned, hereby mortgages, pledges and hypothecates to the Administrative Agent for the benefit of the Secured Parties, and agrees grants to perform and observe, each and every one the Administrative Agent for the benefit of the covenantsSecured Parties a lien on and security interest in, rightsall of its right, promisestitle and interest in, agreements, terms, conditions, obligations, appointments, duties to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Company (other than KiOR) under Grantor thereunder. The undersigned hereby agrees to be bound as a Grantor for the Purchase Agreement (including, without limitation, guaranteeing the payment and performance purposes of the Guaranty and Security Agreement. The information set forth in Annex 1-A is hereby added to the information set forth in Schedules 1 through 5 to the Guaranty and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured Obligations as provided in Section 12.1 of the Purchase Agreement), and (c) accepts and assumes any liability of a Company (other than KiOR) related to each representation, warranty, covenant or obligation made by a Company (other than KiOR) in the Purchase Agreement, and hereby expressly affirms, as of the date hereof, each of such representations, warranties, covenants and obligations, in each case, as if it was an original signatory theretoundersigned. The New Subsidiary undersigned hereby grants, as represents and to the same extent as provided in the Purchase Agreement, to the Agent, for the benefit of Agent and the Purchasers, a continuing security interest in the Collateral (as such term is defined in Section 1 of the Purchase Agreement) of such New Subsidiary. From and after the date of this Agreement, all references to the term “Company” in the Purchase Agreement shall be deemed to be a reference to, and shall include, the New Subsidiary. This Agreement shall be effective as of the date first set forth above and is subject to the condition precedent warrants that the Agreement shall be duly executed and delivered by each of the Agent representations and the New Subsidiary. This Agreement may be executed warranties contained in counterparts which, when taken together, shall constitute an original. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (including .pdf format via electronic mail) shall be equally effective as delivery of a manually executed counterpart. This Agreement shall be governed by, and construed and enforced in accordance with, the laws Article IV of the State Guaranty and Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of New York, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. This Agreement shall constitute a Transaction Document under the Purchase Agreementsuch date.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Palm Harbor Homes Inc /Fl/)

FORM OF JOINDER AGREEMENT. This Joinder Agreement (this “Agreement”) is made as of , 20 , by , a (the “New Subsidiary”), pursuant to Section 6.8 of that certain Note and Warrant Purchase Agreement, dated as of March 31_________ __, 2014 20__, is delivered pursuant to Section 7.5 of the Security Agreement (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Purchase Security Agreement”), among KIORdated as of __________, INC.2021, a Delaware corporation by Unique Logistics International, Inc. (the KiORCompany), certain Subsidiaries ) and the Affiliates of KiOR from time to time party thereto, each purchaser the Company from time to time party thereto as Grantors in favor of Trillium Partners LP, a Delaware limited partnership, for itself and as Purchaser Agent for the Secured Parties referred to therein. Capitalized terms used herein without definition are used as defined in the Security Agreement. By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 7.5 of the Security Agreement, hereby becomes a party to the Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, hereby mortgages, pledges and hypothecates to the Purchaser Agent for the benefit of the Secured Parties, and grants to the Purchaser Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The undersigned hereby agrees to be bound as a Grantor for the purposes of the Security Agreement. The information set forth in Annex 1 hereto is hereby added to the information set forth in the Disclosure Certificate. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Purchase Agreement and that the Pledged Collateral listed on Annex 1 to this Joinder Amendment shall be and become part of the Collateral referred to in the Security Agreement and shall secure all Secured Obligations of the undersigned. The undersigned hereby represents and warrants that each of the representations and warranties contained in Article III of the Security Agreement (including by reference to the Purchase Agreement) applicable to it and its Subsidiaries is true and correct on and as the date hereof as if made on and as of such date. IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written. [ADDITIONAL GRANTOR] By: Name: Title: - A2.1 - [EACH GRANTOR PLEDGING ADDITIONAL COLLATERAL] ACKNOWLEDGED AND AGREED as of the date first above written: By: Name: Title: Trillium Partners LP, for itself and as Purchaser Agent By: Name: Title: - A2.2 - ANNEX 3 TO SECURITY AGREEMENT FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT1 This [Copyright] [Patent] [Trademark] Security Agreement, dated as of October 7, 2020, is made by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “PurchasersGrantors”), in favor of Trillium Partners LP, a Delaware limited partnership, for itself and KFT Trust, Xxxxx Xxxxxx, Trustee, as purchaser agent for the Purchasers (in such capacity, together with its successors and permitted assigns, the “Purchaser Agent”). All capitalized terms used in this Agreement and not otherwise defined herein shall have the same meanings herein as in the Purchase Agreement. The New Subsidiary hereby (a) agrees to become a “Company” under, and does hereby join and become a party to the Purchase Agreement as a Company, (b) expressly assumes, and agrees to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a Company (other than KiOR) under the Purchase Agreement (including, without limitation, guaranteeing the payment and performance of the Secured Obligations as provided in Section 12.1 of the Purchase Agreement), and (c) accepts and assumes any liability of a Company (other than KiOR) related to each representation, warranty, covenant or obligation made by a Company (other than KiOR) in the Purchase Agreement, and hereby expressly affirms, as of the date hereof, each of such representations, warranties, covenants and obligations, in each case, as if it was an original signatory thereto. The New Subsidiary hereby grants, as and to the same extent as provided in the Purchase Agreement, to the Agent, for the benefit of Agent and the Purchasers, a continuing security interest in the Collateral (as such term is defined in Section 1 of the Purchase Agreement) of such New Subsidiary. From and after the date of this Agreement, all references to the term “Company” in the Purchase Agreement shall be deemed to be a reference to, and shall include, the New Subsidiary. This Agreement shall be effective as of the date first set forth above and is subject to the condition precedent that the Agreement shall be duly executed and delivered by each of the Agent and the New Subsidiary. This Agreement may be executed in counterparts which, when taken together, shall constitute an original. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (including .pdf format via electronic mail) shall be equally effective as delivery of a manually executed counterpart. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. This Agreement shall constitute a Transaction Document under the Purchase Agreement.

Appears in 1 contract

Samples: Security Agreement (Unique Logistics International Inc)

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