Transferee Stockholders. A Transferee of Shares pursuant to this Article VI who is a Permitted Transferee shall, in each case, become an Institutional Stockholder, Management Stockholder or eRx Stockholder, as the case may be, subject to Section 7.6, and must (a) satisfy the requirements of this Article VI, including Section 6.1, (b) execute a joinder in the form attached hereto as Exhibit C agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, and (c) represent that the Transfer was made in accordance with all applicable securities laws and regulations. Unless agreed to in writing by all Institutional Stockholders, the joinder by a Stockholder to this Agreement shall not result in the release of the Transferor from any Liability that the Transferor may have to each remaining Stockholder or to the Company under this Agreement or any other written agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking between the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on the other hand. Written notice of joinder of a Person to this Agreement as a Stockholder shall be sent promptly by the Transferor to each remaining Stockholder and the Company.
Appears in 3 contracts
Sources: Stockholders' Agreement (Emdeon Inc.), Stockholders' Agreement (Emdeon Inc.), Stockholders' Agreement (Emdeon Inc.)