Additional Shareholders Clause Samples
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Additional Shareholders. (a) Each Person who receives Shares as a result of a direct Transfer in accordance with, and as permitted by, the terms of this Agreement and who is not already a Shareholder, shall have executed and delivered to the Company, as a condition precedent to such person’s acquisition of the relevant Shares, a joinder in the form reasonably acceptable to the Board (a “Joinder”). Upon execution of such ▇▇▇▇▇▇▇, (i) such Person agrees to be bound by all the terms and conditions of this Agreement and shall be entitled to all rights of a Shareholder hereunder; (ii) in the case of a Transfer to a Permitted Transferee, such Permitted Transferee shall be subject to all of the obligations of the transferring Shareholder under this Agreement with respect to such Shares; and (iii) in the case of a Transfer to a Permitted Transferee, the transferring Shareholder shall have the right, but not the obligation, to assign (and may do so without the consent of any other Shareholder, the Company or any other Person) such Permitted Transferee all of its rights under this Agreement, as of the date of such Transfer. The Company shall be obliged to execute and deliver to such Person who has signed a Joinder a countersigned copy thereof, if the Transfer to such person is specifically required or permitted by this Agreement, and such person shall be entitled to all rights of a Shareholder hereunder.
(b) Each Person who is issued new Shares in accordance with, and as permitted by, the terms of this Agreement who is not already a Shareholder shall have executed and delivered to the Company, as a condition precedent to such person’s acquisition of the relevant Shares, a Joinder, pursuant to which such subscriber confirms that, with respect to the Shares it subscribes to or it receives, as applicable, it shall be deemed a Shareholder, and agrees to be bound by all the terms and conditions of this Agreement, in which case, the Company shall be obliged to execute and deliver to such Person who has signed a ▇▇▇▇▇▇▇ a countersigned copy thereof, and such person shall be entitled to all rights of a Shareholder hereunder.
(c) In the event of a Transfer of any Shares by a Shareholder in accordance with this Article 9 to any Person (other than a Permitted Transferee), such Shareholder shall not be permitted to assign the specific rights granted to it hereunder (and not to all Shareholders) without the prior written consent of the Board (not to be unreasonably withheld, conditioned or delayed).
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Additional Shareholders. Additional Shareholders shall become a party to this Agreement upon their execution of this Agreement. Any such additional Shareholders who become parties to this Agreement shall not affect the rights and obligations of any other party hereto.
Additional Shareholders. No issue or transfer of Shares to any person who is not a Party to this Agreement shall be effectuated without first obtaining from such person a duly signed Deed of Adherence in the form of Schedule 2.
Additional Shareholders. The Board of Directors shall have the right to admit additional Shareholders upon such terms and conditions, at such time or times, and for such Capital Contributions as shall be determined by the Board of Directors; and in connection with any such admission, the Board of Directors shall amend Schedule I hereof to reflect the name, address and Capital Contribution of the additional Shareholder and the number of Shares issued to the additional Shareholder in respect of its Capital Contribution.
Additional Shareholders. The parties hereto acknowledge that certain Persons may become shareholders of the Company and the Company may grant such Persons registration rights with respect to the EQR Common Shares issued to such Persons; provided, however, that such registration rights do not conflict with, and do not impair the registration rights granted to the LBHI Group hereunder.
Additional Shareholders. The parties hereto acknowledge and agree that from time to time other physicians may acquire Shares in the Corporation. Notwithstanding the foregoing, the Corporation shall not issue any Shares to another person unless such person agrees in writing to be subject to and bound by all of the terms, conditions and restrictions of this Agreement and the NovaMed Agreement by signing a counterpart hereof and thereof.
Additional Shareholders. Notwithstanding anything to the contrary contained herein, if, after the date of this Agreement, the Company enters into an agreement with any Person to issue shares to such Person, 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 Shareholder and thereafter such Person shall be deemed a Shareholder for all purposes under this Agreement.
Additional Shareholders. To the extent a Shareholder validly transfers any or all of such Shareholders’ Sub Shares to a Qualified Transferee in accordance with, and not in contravention of, the Corporation Governing Documents, the Sub Governing Documents or any other agreement or agreements with the Corporation or any of its subsidiaries, including the Subs, to which a transferring Shareholder may be party, then such Qualified Transferee shall have the right to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such Qualified Transferee shall become a Shareholder hereunder.
Additional Shareholders. Other than as stated herein, each Person to which a Shareholder Transfers Shares or who acquires Shares after the date hereof shall become a party hereto and shall be bound hereby as a “Shareholder.” No Shareholder shall Transfer any securities to any person or entity unless such Person enters into a supplementary agreement with the Company, in form and content reasonably acceptable to the Company, agreeing to be bound by the terms hereof in the same manner as the other Shareholders. Such supplementary agreement shall not require the signature or consent of any party hereto other than the Company.
Additional Shareholders. No Person (other than the parties to this Agreement) shall become an Additional Shareholder unless it shall execute and deliver to the Company a written agreement, in substantially the form of Exhibit 1 hereto, agreeing to be bound by all of the terms and conditions of this Agreement as if it were a Shareholder. In no event, however, shall such Additional Shareholder be entitled to the first refusal rights provided in Section 4 hereof or the preemptive rights provided in Section 9 hereof unless the written consent of the Shareholders and Approved Shareholders holding more than 75% in interest of the Shares held by all of the Shareholders and Approved Shareholders is first obtained.