New Stockholders. Each of the Stockholders hereby agrees that any Person who after the date of this Agreement is offered shares of any class or series of Capital Stock or holds stock options exercisable into shares of Common Stock shall, as a condition precedent to the acquisition of such shares of Common Stock or the exercise of such stock options, as the case may be, become a party to this Agreement by executing a signature page to the same. Upon such execution and delivery, such person shall be a Company Stockholder or an Outside Stockholder hereunder (as determined by the Board based on such Person’s relationship to the Company) for all purposes of this Agreement Company shall amend the Schedules to this Agreement accordingly.
New Stockholders. Each Independent Nominee, member of management or other employee of the Company or any of its subsidiaries who becomes a holder of Company Stock after the date hereof shall be deemed, upon the execution of a supplementary agreement described below, to have the same rights and obligations as a Stockholder for purposes of this Agreement. The Company shall not issue Company Stock to any Independent Nominee, member of management or other employee of the Company or any of its subsidiaries unless the person to whom the Company Stock is to be issued or transferred agrees in writing to be bound by the terms and conditions of this Agreement pursuant to a supplementary agreement reasonably satisfactory in form and substance to the Company; upon entering into such agreement, such member of management or other employee of the Company or any of its subsidiaries shall be deemed to be a Management Stockholder for all purposes of this Agreement. The parties hereto acknowledge and agree that the Company Stock Option Plan (or the agreements entered into in connection therewith) shall provide that optionholders thereunder will be required to become parties to this Agreement upon any exercise of options granted thereunder, as a condition to the exercise of such options.
New Stockholders. Notwithstanding any other provision of this Agreement, other than as contemplated by the Merger Agreement, no Shares shall be issued or Transferred to any person who is not a party to this Agreement. As a condition precedent to the acquisition of Shares by any proposed transferee (other than Xxxxxx Xxxxxxx or FSEP IV), each Stockholder authorizes and directs the Company, prior to Transferring or issuing Shares to any transferee, to execute, on its behalf and as agent for each Stockholder and Stockholder's Spouse, with that transferee and, if applicable, that transferee's spouse, an adoption agreement pursuant to which he or they agree to be bound by this Agreement in substantially in the form attached hereto as EXHIBIT 3.2. By executing
New Stockholders. Any director, member of management or other employee of the Company or any of its Subsidiaries or any other Person who becomes a holder of shares of Company Stock after the date hereof shall be deemed, upon the execution of a supplementary agreement described below, to have the same rights and obligations as a Stockholder for purposes of this Agreement. The Company shall not issue shares of Company Stock to a director, member of management or other employee of the Company or any of its Subsidiaries or any other Person unless the Person to whom the shares of Company Stock are to be issued or transferred agrees in writing to be bound by the terms and conditions of this Agreement pursuant to a supplementary agreement reasonably satisfactory in form and substance to the Company. Upon entering into such supplementary agreement, any such (i) member of management or other employee of the Company or any of its Subsidiaries shall be deemed to be a Management Stockholder for all purposes of this Agreement and (ii) other Person shall be deemed to be a Additional Stockholder for all purposes of this Agreement. The parties hereto acknowledge and agree that the Company Option Plan (or the agreements entered into in connection therewith) shall provide that option holders thereunder will be subject to restrictions on Transfer and the rights described in Article V upon grant of such Options and that they will be required to become parties to this Agreement upon any exercise of options granted thereunder, as a condition to the exercise of such options.
New Stockholders. (a) In the event that any Person shall ---------------- become a party to the Stockholders' Agreement after the date hereof pursuant to Section 14 thereof, then upon the execution and delivery of a signature page hereto, such Person shall be deemed to be a Management Stockholder for all purposes of this Agreement and the Company shall amend Schedule A to reflect such additional Management Stockholder.
New Stockholders. A Person (other than a current Stockholder) who purchases from the Company Shares shall become a Stockholder, pursuant to the terms and subject to the conditions set forth in this Agreement upon furnishing to the Company (a) a subscription agreement, in form reasonably satisfactory to the Company, which agreement shall include an acceptance by such Person of all the terms and conditions of this Agreement, and (b) such other documents as the Company deems reasonably necessary or advisable. Such admission shall become effective on the date that the Company determines that such conditions have been satisfied.
New Stockholders. The Company will not issue any shares of capital stock or enter into any commitment, conditional or otherwise, to do so unless the holder or transferee of such stock or commitment shall have first executed an Instrument of Accession if such Person is not already a party to this Agreement.
New Stockholders. Except as specifically provided herein, any individual or Entity that, after the date hereof, acquires shares of Stock must as a condition to the effectiveness of such acquisition become a party to this Agreement, unless such requirement is waived by the action of a majority of the Board of Directors (including the approval of at least one of the Preferred Stock Directors). Each such individual or Entity shall become a party to this Agreement, without the need for the consent, approval or signature of any other Stockholder, by executing a joinder or other instrument acceptable to and executed by the Company; thereafter, such individual or Entity shall become a “Stockholder” hereunder (and a “Investor” with respect to individuals and Entities acquiring shares of Preferred Stock).
New Stockholders. Each of the Stockholders and the Company hereby agrees that any Person (other than Solera or its Affiliates or any successors) who after the date of this Agreement is offered shares of any class of capital stock of the Company or holds options for the purchase of Common Stock shall, as a condition precedent to the acquisition of such shares of capital stock of the Company or the exercise of such options for the purchase of Common Stock, as the case may be, (a) become a party to this Agreement by executing the same (or, at Solera’s election, a similar agreement) and (b) if such Person executes this Agreement and is a resident of a state with a community or marital property system, cause his or her spouse to execute a Spousal Waiver in the form of Exhibit A attached hereto and deliver such Agreement and Spousal Waiver, if applicable, to the Company at its address specified in Section 7.2 hereof. Upon any such execution and delivery, such Person shall be a Stockholder for all purposes of this Agreement and shall either be a “Continuing Stockholder” or shall be subject to terms which, taken together, are no more favorable than those applicable to the Continuing Stockholders and Schedule A and this Agreement shall be amended accordingly.
New Stockholders. Other than in respect of options and shares of Common Stock issuable under any employee stock option plan or similar plan adopted by the Company, it shall be a condition to the issuance by the Company, or the transfer of Shares in accordance with this Agreement, of Shares to a person or entity other than an existing Stockholder that the recipient of such shares or securities and such recipient's spouse, if any, shall become a signatory to this Agreement by an Addendum Agreement with the blanks appropriately completed. The Company is hereby granted authority and a limited power-of-attorney to execute the Addendum Agreement for new Stockholders on behalf of the Stockholders.
