Common use of Additional Parties Clause in Contracts

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holder. In either event, each such person shall thereafter be deemed a Holder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock described in Section 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder and thereafter such person shall be deemed a Holder for all purposes under this Agreement.

Appears in 5 contracts

Sources: License Agreement (Promicell, Inc.), Voting Agreement (Promicell, Inc.), License Agreement (Promicell, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Key Holder and/or Holder and Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 5 contracts

Sources: Voting Agreement (Ondas Inc.), Preferred Stock Purchase Agreement (Ondas Holdings Inc.), Voting Agreement (Life Spectacular, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock senior to Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section Subsection 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) [***] or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 4 contracts

Sources: Voting Agreement (PureTech Health PLC), Voting Agreement (PureTech Health PLC), Voting Agreement (PureTech Health PLC)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, then as a condition to the issuance of such shares the Company shall require that any such purchaser of such shares Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a HolderRights Holder and Stockholder hereunder. In either event, each such person Person shall thereafter shall be deemed a Rights Holder and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section 7.1(aSubsection 6.1(a) above), following which such Person shall hold Shares constituting one five percent (15%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, subject to applicable law, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person Person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 3 contracts

Sources: Voting Agreement (Denim LA, Inc.), Voting Agreement (Denim LA, Inc.), Voting Agreement (Denim LA, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit AA (or any other joinder agreement acceptable to the Company), or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue issues shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section 7.1(a8.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into issuing such agreementshares, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing A or any other agreement acceptable to the Company pursuant to which such Person agrees to be bound by and subject to the terms of this Agreement as (i) a Founding Key Holder and/or Holder or Investor, as determined by the Company, and (ii) a Stockholder and thereafter such person shall be deemed a Key Holder or Investor, as applicable, and Stockholder for all purposes under this Agreement.

Appears in 3 contracts

Sources: Voting Agreement (Mode Mobile, Inc.), Voting Agreement (Mode Mobile, Inc.), Voting Agreement (Mode Mobile, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor hereunder. In either event, each such person shall thereafter shall be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section 7.1(aSubsection 6.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 3 contracts

Sources: Voting Agreement (Groundfloor Finance Inc.), Voting Agreement (Groundfloor Finance Inc.), Voting Agreement (Groundfloor Finance Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Series A B Preferred Stock or any new classes of preferred stock after the date hereof, as a condition whether pursuant to the issuance of such shares the Company shall require that Purchase Agreement or otherwise, any purchaser of such shares of Series B Preferred Stock may become a party to this Agreement by executing and delivering (i) an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Adoption Agreement attached Investors shall be required for such joinder to this Agreement by such additional Investor, so long as Exhibit A, or (ii) a counterpart signature page hereto agreeing such additional Investor has agreed in writing to be bound by and subject to all of the terms of this Agreement obligations as a Holder. In either event, each such person shall thereafter be deemed a Holder for all purposes under this Agreementan “Investor” hereunder. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section 7.1(aSubsection 9.9(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 2 contracts

Sources: Stockholders Agreement (Alzheon, Inc.), Stockholders Agreement (Alzheon, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A C Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares shares, the Company shall require that any purchaser of such shares Series C Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person Person shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section 7.1(a6.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, then the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person Person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 2 contracts

Sources: Voting Agreement (Caribou Biosciences, Inc.), Voting Agreement (Caribou Biosciences, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition whether pursuant to the issuance of such shares the Company shall require that Purchase Agreement or otherwise, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering (i) an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Adoption Agreement attached Investors shall be required for such joinder to this Agreement by such additional Investor, so long as Exhibit A, or (ii) a counterpart signature page hereto agreeing such additional Investor has agreed in writing to be bound by and subject to all of the terms of this Agreement obligations as a Holder. In either event, each such person shall thereafter be deemed a Holder for all purposes under this Agreementan “Investor” hereunder. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section 7.1(aSubsection 11.9(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 2 contracts

Sources: Stockholders Agreement (Atea Pharmaceuticals, Inc.), Stockholders Agreement (Atea Pharmaceuticals, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Series A Preferred Stock described in Section 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 2 contracts

Sources: Voting Agreement (Lantern Pharma Inc.), Voting Agreement (Lantern Pharma Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A B Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person Person shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Series B Preferred Stock described in Section 7.1(a) above8.1(a)), following which such Person shall hold Shares constituting one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Key Holder and/or Holder and Stockholder and thereafter such person Person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 2 contracts

Sources: Series B Preferred Stock Purchase Agreement (Energy Exploration Technologies, Inc.), Voting Agreement (Energy Exploration Technologies, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A D Preferred Stock or any new classes of preferred stock Series B Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person Person shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock of the Company to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section 7.1(a5.1(a) above), following which such Person shall hold Shares constituting one five percent (15%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (H-Cyte, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section Subsection 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (Pacaso Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section Subsection 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, then the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Key Holder and/or Holder and Stockholder, and thereafter such person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Series D Preferred Stock Purchase Agreement (Seres Therapeutics, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A the Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit AEXHIBIT A attached hereto, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person Person shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock the Preferred Stock described in Section 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of the Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit AEXHIBIT A attached hereto, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person Person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (BioPlus Acquisition Corp.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person thereafter shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Series A Preferred Stock described in Section 7.1(a6.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (Opgen Inc)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section 7.1(aSubsection 5.1(a) above), following which such Person shall hold Shares constituting one percent (1%) [***] or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (PureTech Health PLC)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A the Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares to become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock of the Company to such Person (other than to a purchaser of preferred stock the Preferred Stock described in Section 7.1(aSubsection 6.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (ETHZilla Corp)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock Preference Shares after the date hereof, as a condition con- dition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Shareholder hereunder. In either event, each such person shall thereafter be deemed a Holder an Investor and Shareholder for all purposes under this Agreement.Agreement.‌ (b) In the event that after the date of this Agreement, the Company enters into an agreement issues Ordinary Shares, or options to purchase Ordinary Shares, to any employee or consultant, which shares or options would collectively constitute with any Person to issue shares of capital stock respect to such Person employee or consultant (taking into account all Ordinary Shares, options and other than to a purchaser of preferred stock described in Section 7.1(apurchase rights held by such employee or consultant) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company Ordinary Shares (treating for this purpose all shares of Common Stock Ordinary Shares issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchangedconverted), then, the Company shall cause such Personshall, as a condition precedent to entering into such agreementissuance, to cause such employee or consultant become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement Agreement, as a Founding Holder and/or Holder Key Holder, and thereafter such person employee or consultant shall be deemed a Key Holder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section Subsection 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (BigCommerce Holdings, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser recipient of such shares Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the an Adoption Agreement substantially in the form attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person Person shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock any Capital Stock to such Person (other than to a purchaser recipient of preferred stock Series A Preferred Stock described in Section 7.1(a8.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, in each such case, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement substantially in the form attached hereto as Exhibit A, or a counterpart signature page hereto, agreeing to be bound by and subject to the terms of this Agreement as a Founding Key Holder and/or Holder and Stockholder and thereafter such person Person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (M&m Media, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section Subsection 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (NEXGENT Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock to a purchaser who is not already an Investor hereunder after the date hereof, as a condition to the issuance of such shares shares, the Company shall require that any such purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person thereafter shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section 7.1(aSubsection 6.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, then the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (BioAtla, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Shareholder hereunder. In either event, each such person shall thereafter shall be deemed a Holder an Investor and Shareholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Series A Preferred Stock described in Section 7.1(a5.1(a) above), following which such Person shall hold Shares constituting one percent (1%) % or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of outstanding options or warrants, or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Shareholder and thereafter such person shall be deemed a Holder Shareholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (Proto Labs Inc)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A B Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser recipient of such shares Series B Preferred become a party to this Agreement by executing and delivering (i) the an Adoption Agreement substantially in the form attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person Person shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock any Capital Stock to such Person (other than to a purchaser recipient of preferred stock Series B Preferred described in Section 7.1(a) above8.1(a)), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, in each such case, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement substantially in the form attached hereto as Exhibit A, or a counterpart signature page hereto, agreeing to be bound by and subject to the terms of this Agreement as a Founding Key Holder and/or Holder and Stockholder and thereafter such person Person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (M&m Media, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person thereafter shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Series A Preferred Stock described in Section 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (Opgen Inc)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A D Preferred Stock or any new classes of preferred stock Series B Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person Person shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock of the Company to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section 7.1(a5.1(a) above), following which such Person shall hold Shares constituting one five percent (15%) or more of the Company's then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (FWHC Holdings, LLC)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Preferred Stock described in Section 7.1(aSubsection 4.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Voting Preferred Stock or any new classes of preferred stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Holderan Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed a Holder an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of preferred stock Voting Preferred Stock described in Section Subsection 7.1(a) above), following which such Person shall hold Shares constituting one percent (1%) % or more of the then outstanding voting power of the capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Founding Holder and/or Holder Stockholder and thereafter such person shall be deemed a Holder Stockholder for all purposes under this Agreement.

Appears in 1 contract

Sources: Voting Agreement (6d Bytes Inc.)