Deed of Adherence Sample Clauses

Deed of Adherence. Any transferee of an Investor who acquires rights, interests and obligations of this Agreement pursuant to Section 7.03 hereof, may, by signing and delivering a Deed of Adherence in substantially the form attached hereto as SCHEDULE C, join and become a party to this Agreement as an “Investor” with the same force and effect as if it were originally a party hereto.

Deed of Adherence. The Shareholders shall procure that no person other than an existing Shareholder acquires any Shares unless it enters into a Deed of Adherence agreeing to be bound by this Agreement as a Shareholder and any other agreements entered into in connection with the Business as a Shareholder. The Shareholders agree that in signing a Deed of Adherence such person shall have the benefit of the terms of this Agreement and shall be a Party to this Agreement.

Deed of Adherence. Notwithstanding any other limitations on the Disposal of Shares included in this Agreement, no Shareholder shall directly Dispose of any Shares to any Person unless: (a) such Person has become a party to this Agreement by signing a Deed of Adherence, save for (i) a Disposal of Shares to another Shareholder who is already a party or the Company, and (ii) a Disposal whereby a third party acquires and accepts all Shares; or (b) an amended version of this Agreement has been executed by all Shareholders including the transferee.

Deed of Adherence. A Shareholder shall not transfer any shares to any person, nor may the Company issue any shares to any person, unless the transferee, if not already a Shareholder, has executed a deed of adherence to this agreement, in the form of Annexure A (“Deed of Adherence”) and has delivered it to the Company. The Company may agree to a variation of the Deed of Adherence if it is in the best interest of the Company and the amendments do not prejudice SBC, as determined by SBC, acting reasonably. Once the transfer or issue of those shares has been registered and the Deed of Adherence executed and delivered, the transferee shall be bound to this agreement and thereafter this agreement and such Deed of Adherence shall constitute one agreement.

Deed of Adherence. 12.1 Notwithstanding any other provision of this Agreement, unless this Agreement terminates in accordance with Clause 20(a) or the Board approves to the contrary (including a vote in favour from at least one Investor Director appointed by each Major Investor and one Investor Director appointed by the WBD Investor for so long as it is entitled to appoint an Investor Director), no person who is not a party to this Agreement shall be entitled to become a transferee of any Securities, nor to have any Securities issued to it, or to acquire any rights hereunder or be registered as the holder of any Securities unless such person signs, executes and delivers a fully valid and binding Deed of Adherence substantively in the form set out in Schedule 7 (Deed of Adherence) provided that this provision shall not apply in the case of Transfers of Securities to, or issues of Securities to, another Group Company as part of a Reorganisation Transaction, provided further that where such Group Company to which Securities have been transferred as part of such Reorganisation Transaction (A) ceases to be a Group Company; and/or (B) makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding up order is made or an administrator or receiver is appointed in relation to it, such Group Company shall immediately transfer all Securities held by it to another Group Company to which the circumstances set out in (B) do not apply and, prior to such transfer, the provisions of Clause 11.6 shall apply. 12.2 The benefit of this Agreement shall extend to any person who acquires, or has issued to it, Securities in accordance with this Agreement and who enters into a Deed of Adherence, but without prejudice to the continuation inter se of the rights and obligations of the original parties to this Agreement and any other persons who have entered into such a Deed of Adherence.

Deed of Adherence. For any Transfer or subscription (except any subscription upon exercising any options granted under the ESOP) of Shares to be deemed effective, the transferee (in the case of a Transfer) shall assume the obligations of the transferor under this Agreement and the subscriber (in the case of a subscription) shall assume the obligations of a holder of Ordinary Shares or Preferred Shares (as the case may be) under this Agreement by executing and delivering to the Company a Deed of Adherence substantially in the form attached hereto as Exhibit B (the “Deed of Adherence”) unless such transferee or subscriber entered into a shareholders agreement to amend and restate this Agreement with the Parties or an amendment to this Agreement duly executed according to this Agreement. Upon the execution and delivery of a Deed of Adherence by a transferee or subscriber, such transferee or subscriber shall be deemed to be an Ordinary Shareholder, a Preferred Shareholder, an Investor, Holder and/or Party hereunder, as appropriate.

Deed of Adherence. Exercise of the Option is conditional upon the Option Holder executing, if so required by the Company, a deed of adherence (in such form as may be required by the Company) with the Company and all persons who are holders of shares in the capital of the Company at the date of exercise of the Option whereby the Option Holder becomes a party to any Shareholders’ Agreement or other document having a similar effect which is in force between the Company and all persons who, at the date of exercise of the Option, are holders of shares in the capital of the Company. A copy of the current deed of adherence which is in force as of the date of this Option is available from the Company upon request.

Deed of Adherence. This Deed of Adherence is made on [Date] by [●], a company incorporated [in [●]/under the laws of [●]] under registered number [●] whose [registered/principal office is at [●]] (New Shareholder).

Deed of Adherence. As a condition to any transfer of rights and obligations of a Party under this Agreement, the transferee must execute a deed by which it agrees to be bound by this Agreement.