Accession Deed. Whenever a Shareholder transfers the legal or beneficial ownership of any Shares to a person who is not a party to this agreement, that person and that Shareholder shall enter into and deliver to each other an Accession Deed. Each person entering into an Accession Deed shall also deliver to the Company such evidence as it reasonably requires in order to be satisfied that that Accession Deed is valid, binding, and enforceable as against that person. The Company is irrevocably authorised to execute each Accession Deed on behalf of all Shareholders (other than the transferring Shareholder).
Accession Deed. Any person issued Shares who is not a party will enter into and execute an Accession Deed together with the Company and other Shareholders prior to or on completion of the issue.
Accession Deed. Any Substitute Limited Partner is bound by this Agreement and, as a condition of giving its consent to any transfer to be made in accordance with the provisions of this clause 12, the General Partner must require that the proposed Substitute Limited Partner acknowledge its assumption (in whole or in part) of the obligations and liabilities of the transferring Partner by executing an Accession Deed.
Accession Deed. Each Chargor consents to other members of the Group becoming Chargors in accordance with the terms of the Credit Documents.
Accession Deed. Prior to any assignment or any other Alienation pursuant to this Clause 12 the Assigning Party shall cause the Proposed Assignee (if not already a party to this Agreement) to enter into and deliver to the Company for the benefit of all the Non-assigning Parties and the Company an Accession Deed.
Accession Deed. Each Shareholder acknowledges and agrees that upon a person ("the New Shareholder") signing an Accession Deed in accordance with this Agreement the New Shareholder shall be deemed to be a Shareholder for the purposes of this Agreement and shall be entitled to enjoy all rights and benefits of Shareholders under this Agreement.
Accession Deed. 2.1 The New Borrower agrees to become, and hereby becomes, an additional Borrower and agrees to be bound by the terms of the Facility Agreement and the other Security Documents as an additional Borrower jointly and severally with the Existing Borrowers and hereby assumes responsibility to pay, satisfy or perform any outstanding Indebtedness under any of the Security Documents. All references to “Borrowers” or “Borrower” in any of the Security Documents and this Supplemental Agreement are hereby construed to include the New Borrower.
Accession Deed. Any such transfer or assignment will not be effective until the transferee or assignee has signed a deed of accession, in the form attached in Schedule 4 or any other approved form reasonably acceptable to the Company, agreeing to be bound by this agreement. Such deed of accession or other document will specify whether the new Shareholder is acceding as an Investor or as one of the Other Shareholders, and that designation must be approved by the Board.
Accession Deed. 6.5 If a Beneficiary transfers or novates all its rights and obligations under the Finance Documents to a new Beneficiary who executes an Accession Deed, then the transferor Beneficiary ceases to be a Beneficiary by executing the Accession Deed as a Retiring Beneficiary.
Accession Deed. (Security Provider) a deed in, or substantially in, the form of Attachment 1 (or in any other form that the parties from time to time agree) under which a New Security Provider becomes a party to this deed in accordance with clause 8.2. Amount Owing in respect of a Beneficiary at any time, the Secured Moneys of that Beneficiary at that time. Attorney an attorney appointed under any Security. Beneficiary 1 each Initial Beneficiary; and 2 each New Beneficiary, but does not include a Retired Beneficiary. Business Day 1 for the purposes of clause 11.4, a day on which banks are open for business in the city where the notice or other communication is received excluding a Saturday, Sunday or public holiday; and 2 for all other purposes, a day on which banks are open for business in Melbourne, Sydney and New York excluding a Saturday, Sunday or public holiday. Collateral Security any present or future Security Interest, Guarantee or other document or agreement created or entered into by a Transaction Party or any other person as security for, or to credit enhance, the payment of any of the Secured Moneys. Controller has the meaning given to the word ‘controller’ in the Corporations Act, but as if ‘charge’ included any Security, and includes a Receiver. Convertible Note Agreement the convertible note agreement dated on or about the date of this deed between, among others, the Initial Beneficiaries, the Initial Security Providers and the Security Trustee. Term Meaning Corporations Act the Corporations Act 2001 (Cth). Default 1 an Event of Default; or 2 a Potential Event of Default.
