Common use of Additional Parties; Joinder Clause in Contracts

Additional Parties; Joinder. Subject to the prior written consent of each Sponsor, the Partnership may permit any Person who acquires Class A Shares or rights to acquire Class A Shares of such Person from the Partnership after the date hereof to become a party to this Agreement and to succeed to all of the rights and obligations of a Holder under this Agreement by obtaining an executed joinder to this Agreement from such Person in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such Person, the Class A Shares shall constitute Registrable Securities and such Person shall be a Holder under this Agreement, and the Partnership shall add such Person’s name and address to the Schedule of Investors hereto and circulate such information to the parties to this Agreement. Notwithstanding anything to the contrary in this Agreement, to the extent that a Sponsor no longer holds any Registrable Securities, any provision in this Agreement that requires the consent, determination or action of a Sponsor shall require the consent, determination or action of a holders of a majority of the then outstanding Registrable Securities.

Appears in 3 contracts

Samples: Registration Rights Agreement (8point3 Energy Partners LP), Registration Rights Agreement (8point3 Energy Partners LP), Limited Liability Company Agreement (Sunpower Corp)

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Additional Parties; Joinder. Subject to the prior written consent of each Sponsorthe holders of a majority of the Registrable Securities, the Partnership Company may permit any Person who acquires Class A Shares or rights to acquire Class A Shares from the Company (including, without limitation, Class A Shares that are issuable by means of an exchange of LLC Units and Class B Shares by such Person from pursuant to the Partnership terms of the LLC Agreement and the Exchange Agreement) after the date hereof to become a party to this Agreement and to succeed to all of the rights and obligations of a Holder “holder of Registrable Securities” under this Agreement by obtaining an executed joinder to this Agreement from such Person in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution and delivery of a Joinder by such Person, the Class A Shares or rights to acquire Class A Shares acquired by such Person (the “Acquired Class A Shares”) shall constitute be Registrable Securities and such Person shall be a Holder “holder of Registrable Securities” under this Agreement, and the Partnership shall add such Person’s name and address Agreement with respect to the Schedule of Investors hereto and circulate such information to the parties to this Agreement. Notwithstanding anything to the contrary in this Agreement, to the extent that a Sponsor no longer holds any Registrable Securities, any provision in this Agreement that requires the consent, determination or action of a Sponsor shall require the consent, determination or action of a holders of a majority of the then outstanding Registrable SecuritiesAcquired Class A Shares.

Appears in 1 contract

Samples: Registration Rights Agreement (OTG EXP, Inc.)

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