Subsequent Shareholders Sample Clauses

Subsequent Shareholders. Any Person not a signatory to this Agreement who hereafter becomes a Shareholder as provided hereby shall be bound by all of the terms and provisions, and shall be entitled to all the benefits and privileges, of this Agreement. Before any Person not a signatory to this Agreement, including any Person to whom transfers of Shares may be made hereunder, may be entitled to be a Shareholder, such Person shall be required to execute and deliver to the Company an agreement, in form and substance reasonably acceptable to the Company and the Shareholders (a “Joinder Agreement”) pursuant to which such Person agrees to be bound by all of the terms and conditions of this Agreement, and the failure of any such Person to do so shall preclude such Person from becoming a Shareholder. [Remainder of Page Intentionally Left Blank; Signature Page Follows] tk-420278 * Confidential treatment requested IN WITNESS WHEREOF, the parties have signed this Joint Venture Agreement as of the date first written above. BIOAMBER INC. By: /s/ Xxxx-Xxxxxxxx Huc Name: Xxxx-Xxxxxxxx Huc Title: President & Chief Executive Officer BIOAMBER INTERNATIONAL S.À.X.X. By: /s/ Xxxx-Xxxxxxxx Huc Name: X.X. Xxx Title: Manager By: /s/ Xxxx-Xxxxxx [illegible] Name: Xxxx-Xxxxxx [illegible] Title: B Manager MITSUI & CO., LTD. By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Officer Chief Operating Officer Basic Chemicals Business Unit By: Name: Xxxxxxxx Xxxxx Title: General Manager Special Chemicals Div. BLUEWATER BIOCHEMICALS INC. By: /s/ Xxxx-Xxxxxxxx Huc Name: Xxxx-Xxxxxxxx Huc Title: President * Confidential treatment requested ACKNOWLEDGEMENT AND ACCEPTANCE The undersigned hereby acknowledges having taken cognizance of this Agreement and accepts the duties incumbent upon it pursuant to Section 1.2.6 of said Agreement. Xxxxxx Xxxxxxxx Xxxxxxx, x.x. By: Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Partner * Confidential treatment requested Schedule 3.3 Construction Budget and Schedule [Attached] [*** 2 pages omitted.] * Confidential treatment requested Schedule 5.1 Initial Capital Contributions and Pro Rata Shares SHAREHOLDER FIRST DISBURSEMENT OF INITIAL CAPITAL CONTRIBUTION SHARES OF COMMON STOCK SUBSEQUENT DISBURSEMENTS OF INITIAL CAPITAL CONTRIBUTION* SHARES OF COMMON STOCK** PRO RATA SHARE BIOAMBER $7,000,000 700,000 Class A [***] [***] 70% MITSUI $3,000,000 300,000 Class A [***] [***] 30% * Maximum aggregate amounts. The Board may call for lesser amounts in accordance with Sections 5.1....
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Subsequent Shareholders. This Agreement shall be fully applicable to (i) all Purchased Shares owned by the Private Placement Investors and all other securities of the Company, whether now owned or hereafter acquired by any Private Placement Investor, (ii) all who subsequently acquire a community property or any other interest in any such securities subject to this Agreement and (iii) any of the securities of the Company subject to this Agreement transferred by a party hereto to any other person in accordance with this Agreement. Any person acquiring an interest in any securities of the Company subject to this Agreement shall execute and deliver to the Company a separate Shareholder Rights Agreement in the form of this Agreement pursuant to which such person acknowledges that it is bound by all of the terms and provisions of this Agreement; provided, however, that the failure to execute and deliver such a Shareholder Rights Agreement shall not be deemed to relieve such person of the restrictions imposed by this Agreement. Any attempted dispositions in breach of this Agreement shall be void. NewsReal - Shareholder Rights Agreement
Sample 1
Subsequent Shareholders. If, after the date hereof, any Person becomes a Shareholder of Target, through the exercise of Target Options or Target Warrants or otherwise, Target shall cause such Person to execute and deliver to Autobytel a joinder agreement, in form and substance reasonably acceptable to Autobytel, pursuant to which such Person agrees to be subject to this Agreement to the same extent as if such Person had executed and delivered this Agreement as a Shareholder on the date hereof (a “Joinder Agreement”).
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Subsequent Shareholders. The Company agrees that in the event any person subscribes for Series A Preferred Shares in the capital of the Company at any time in the future, the Company will cause such person to agree in writing to be bound by the terms and conditions of paragraph 3 of this Agreement and to consent to and do any and all acts or things which may be necessary to give effect to the terms thereof.
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Subsequent Shareholders. This Agreement shall be fully applicable to (i) all shares of Capital Stock or Options owned by the parties hereto, whether now owned or hereafter acquired, (ii) all who subsequently acquire a community property or any other interest in any such shares of Capital Stock or Options subject to this Agreement and (iii) any of the shares of Capital Stock and Options subject to this Agreement transferred by a party hereto to any other person in accordance with Section 2.5. Any person acquiring an interest in Capital Stock and Options subject to this Agreement, to the extent contemplated by Section 2.5, and every spouse of an Investor, whether or not it is believed that such spouse has or may acquire an interest in Capital Stock and Options, shall execute and deliver to the Company a separate Rights Agreement in the form of this Agreement pursuant to which such person acknowledges that he or she is bound by all of the terms and provisions of this Agreement; provided, however, that the failure to execute and deliver such a Rights Agreement shall not be deemed to relieve such person of the restrictions imposed by this Agreement. Any attempted dispositions in breach of this Agreement shall be void.
Sample 1
Subsequent Shareholders. Any Person not a signatory to this Agreement who hereafter becomes a Shareholder as provided hereby shall be bound by all of the terms and provisions, and shall be entitled to all the benefits and privileges, of this Agreement. Before any Person not a signatory to this Agreement, including any Person to whom transfers of Shares may be made hereunder, may be entitled to be a Shareholder, such Person shall be required to execute and deliver to the Company an agreement, in form and substance reasonably acceptable to the Company and the Shareholders (a “Joinder Agreement”) pursuant to which such Person agrees to be bound by all of the terms and conditions of this Agreement, and the failure of any such Person to do so shall preclude such Person from becoming a Shareholder.
Sample 1
Subsequent Shareholders. This Agreement shall be fully applicable to all who subsequently acquire a community property or any other interest in shares of Stock, and the provisions of this Agreement shall be fully applicable to any Stock transferred by a party hereto to any other person as if such person were a "Shareholder" as that term is used herein. Any person acquiring an interest in Stock, and every spouse of a Shareholder, whether or not it is believed that such spouse has or may acquire an interest in Stock, shall execute and deliver to the Corporation an Addendum Agreement pursuant to which such person agrees to be bound by all of the terms and provisions of this Agreement, provided that the failure to execute and deliver such an Addendum Agreement shall not be deemed to relieve such person of the restrictions imposed by this Agreement. Any attempted Disposition of Stock in breach of this Agreement shall be void. Each party hereto acknowledges that a remedy at law for any such breach or attempted breach would be inadequate, agrees that each other party hereto shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach and further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.
Sample 1
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Related to Subsequent Shareholders

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Principal Shareholders 5 2.04 Subsidiaries.............................................................................. 6 2.05 Convertible Securities, Options, Etc...................................................... 6 2.06 Authorization and Validity of Agreement................................................... 6 2.07. Validity of Transactions; Absence of Required Consents or Waivers......................... 6 2.08.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C PROGRESSIVE CARE, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • SELLING SHAREHOLDER Name: Xxxx X. Xxxx, Xx. ----------------------------------------- (print or type) Signature: /s/ Xxxx X. Xxxx, Xx. 4/26/99 ----------------------------------------------- COUNTERPART SIGNATURE PAGE TO STOCK EXCHANGE AGREEMENT Exchanging 150,000 shares of Global Gold, Inc. for 150,000 shares of Delta Common Stock.

  • Warrant Holder Not a Shareholder The holding of a Warrant will not constitute the Holder thereof a shareholder of the Company, nor entitle him to any right or interest in respect thereof except as in the Warrant expressly provided.

  • WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

  • Warrant Holders Not Deemed Stockholders No holder of Warrants shall, as such, be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of such Warrants for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the holder of Warrants, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such Holder shall have exercised such Warrants and been issued shares of Common Stock in accordance with the provisions hereof.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • By Shareholders Subject to the terms and conditions of this Article 0, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter “Buyer’s Affiliates”) and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer’s Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material” for purpose of Section 0), or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement. Regardless of the foregoing, however, breaches of representations and warranties contained in Section 0 hereof shall be subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this Article 0, the term “Claim” shall include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.

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