Common use of Authorized and Issued Capital Shares Clause in Contracts

Authorized and Issued Capital Shares. On the Closing Date, (i) the total issued capital stock of New Intermediate Holding Company and Reorganized Invacare will be consistent with the terms of the Plan and Disclosure Statement; (ii) no New Common Equity will be held by New Intermediate Holding Company in its treasury; and (iii) no warrants to purchase New Common Equity will be issued and outstanding. (a) As of the Closing Date, the Total Outstanding Shares of New Intermediate Holding Company and Reorganized Invacare will have been duly authorized and validly issued and will be fully paid and non-assessable, and will not be subject to any preemptive rights (other than any rights set forth in the New Organizational Documents). (b) Except as set forth in this Agreement, the Plan and the New Organizational Documents, and except for a sufficient number of shares of New Common Equity reserved for issuance pursuant to the Plan, the Exit Facilities Documents or the Management Incentive Plan, as of the Closing Date, no shares of capital stock or other equity securities or voting interest in New Intermediate Holding Company or Reorganized Invacare will have been issued, reserved for issuance or outstanding. (c) Except as described in this Agreement and except as set forth in the Plan, the Registration Rights Agreement, if applicable, the New Organizational Documents, or the Exit Facilities Documents, upon the Closing, none of the Company Parties or New Intermediate Holding Company will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contract, arrangement or undertaking (including any preemptive right) that (i) obligates any Company Party or New Intermediate Holding Company to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in any Company Party or New Intermediate Holding Company or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in any Company Party or New Intermediate Holding Company, (ii) obligates any Company Party or New Intermediate Holding Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking, (iii) restricts the Transfer of any shares of capital stock of any Company Party or New Intermediate Holding Company (other than any restrictions included in the Exit Facilities or any corresponding pledge agreement) or (iv) relates to the voting of any shares of capital stock of any Company Party or New Intermediate Holding Company.

Authorized and Issued Capital Shares. On the Closing Date, (i) the total issued capital stock of New Intermediate Holding Company and Reorganized Invacare Holdings will be consistent with the terms of the First Amended Plan and Disclosure Statement; (ii) no New Common Equity Stock will be held by New Intermediate Holding Company Holdings in its treasury; and (iii) no warrants (other than the New Warrants) to purchase New Common Equity Stock will be issued and outstanding. (a) As of the Closing Date, the Total Outstanding Shares of New Intermediate Holding Company and Reorganized Invacare Holdings will have been duly authorized and validly issued and will be fully paid and non-assessable, and will not be subject to any preemptive rights (other than any rights set forth in the New Organizational Documents). (b) Except as set forth in this Agreement, the First Amended Plan and the New Organizational Documents, and except for a sufficient number of shares of New Common Equity Stock reserved for issuance pursuant to the Plan, the Exit Facilities Documents or the Management Incentive Plan, as of the Closing Date, no shares of capital stock or other equity securities or voting interest in New Intermediate Holding Company or Reorganized Invacare Holdings will have been issued, reserved for issuance or outstanding. (c) Except as described in this Agreement and except as set forth in the First Amended Plan, the Registration Rights Agreement, if applicable, the New Organizational Documents, or the Exit Facilities Documents, upon the Closing, none of the Company Parties or New Intermediate Holding Company Debtors will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contract, arrangement or undertaking (including any preemptive right) that (i) obligates any Company Party or New Intermediate Holding Company Debtor to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in any Company Party or New Intermediate Holding Company Debtor or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in any Company Party or New Intermediate Holding CompanyDebtor, (ii) obligates any Company Party or New Intermediate Holding Company Debtor to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking, (iii) restricts the Transfer of any shares of capital stock of any Company Party or New Intermediate Holding Company Debtor (other than any restrictions included in the Exit Facilities or any corresponding pledge agreement) or (iv) relates to the voting of any shares of capital stock of any Company Party or New Intermediate Holding CompanyDebtor.

Authorized and Issued Capital Shares. On Other than as would not reasonably be expected to have a Material Adverse Effect, as of the Closing Date, (i) the total issued capital stock of New Intermediate Holding Company and Reorganized Invacare Parent will be consistent with the terms of the Plan and Disclosure Statement; (ii) no New Common Equity Reorganized Enviva Inc. Interests will be held by New Intermediate Holding Company Parent in its treasury; and (iii) no warrants (other than the New Warrants) to purchase New Common Equity Reorganized Enviva Inc. Interests will be issued and outstanding. (a) As of the Closing Date, the Total Outstanding Shares of New Intermediate Holding Company and Reorganized Invacare Parent will have been duly authorized and validly issued and will be fully paid and non-assessable, free and clear of all Liens (other than Permitted Liens or Liens permitted under the Confirmation Order), and will not be subject to any preemptive rights (other than any rights or restrictions set forth in the New Organizational DocumentsDocuments or the Registration Rights Agreement, if any, or by applicable Laws). (b) Except as set forth in this Agreement, the Plan Company Disclosure Schedules, the Plan, and the New Organizational Documents, and except for a sufficient number of shares of New Common Equity Reorganized Enviva Inc. Interests reserved for issuance pursuant to the Plan, the Exit Facilities Documents or the Management Incentive PlanPlan and upon exercise of the New Warrants, as of the Closing Date, no shares of capital stock or other equity securities or voting interest in New Intermediate Holding Company or Reorganized Invacare Parent will have been issued, reserved for issuance or outstanding. (c) Except as described in this Agreement and except as or set forth in the Company Disclosure Schedules, the Plan, the Disclosure Statement (and any supplement thereto), the Registration Rights Agreement, if applicable, the New Organizational Documents, or the Exit Facilities Documents, upon the Closing, none of the Company Parties or New Intermediate Holding Company Debtors will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contract, arrangement or undertaking (including any preemptive right) that (i) obligates any Company Party or New Intermediate Holding Company Debtor to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in any Company Party or New Intermediate Holding Company Debtor or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in any Company Party or New Intermediate Holding CompanyDebtor, (ii) obligates any Company Party or New Intermediate Holding Company Debtor to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking, (iii) restricts the Transfer of any shares of capital stock of any Company Party or New Intermediate Holding Company Debtor (other than any restrictions included in the Exit Facilities or any corresponding pledge agreement, the New Organizational Documents or the Registration Rights Agreement, if any) or (iv) relates to the voting of any shares of capital stock of any Company Party or New Intermediate Holding CompanyDebtor.

Authorized and Issued Capital Shares. On the Closing Date, (i) the total issued capital stock of New Intermediate Holding Company Company, New Parent, and Reorganized Invacare will be consistent with the terms of the Plan and Disclosure Statement; (ii) no New Common Equity will be held by New Intermediate Holding Company or New Parent in its treasurytheir treasuries; and (iii) no warrants to purchase New Common Equity will be issued and outstanding. (a) As of the Closing Date, the Total Outstanding Shares of New Intermediate Holding Company Company, New Parent, and Reorganized Invacare will have been duly authorized and validly issued and will be fully paid and non-assessable, and will not be subject to any preemptive rights (other than any rights set forth in the New Organizational Documents). (b) Except as set forth in this Agreement, the Plan and the New Organizational Documents, and except for a sufficient number of shares of New Common Equity reserved for issuance pursuant to the Plan, the Exit Facilities Documents or the Management Incentive Plan, as of the Closing Date, no shares of capital stock or other equity securities or voting interest in New Intermediate Holding Company Company, New Parent or Reorganized Invacare will have been issued, reserved for issuance or outstanding. (c) Except as described in this Agreement and except as set forth in the Plan, the Registration Rights Agreement, if applicable, the New Organizational Documents, or the Exit Facilities Documents, upon the Closing, none of the Company Parties Parties, New Parent, or New Intermediate Holding Company will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contract, arrangement or undertaking (including any preemptive right) that (i) obligates any Company Party Party, New Parent, or New Intermediate Holding Company to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in any Company Party Party, New Parent, or New Intermediate Holding Company or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in any Company Party Party, New Parent, or New Intermediate Holding Company, (ii) obligates any Company Party Party, New Parent, or New Intermediate Holding Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking, (iii) restricts the Transfer of any shares of capital stock of any Company Party Party, New Parent, or New Intermediate Holding Company (other than any restrictions included in the Exit Facilities or any corresponding pledge agreement) or (iv) relates to the voting of any shares of capital stock of any Company Party Party, New Parent, or New Intermediate Holding Company.

Authorized and Issued Capital Shares. On the Closing Date, (i) the total issued capital stock of New Intermediate Holding Company and Reorganized Invacare Holdings will be consistent with the terms of the Plan and Disclosure Statement; (ii) no New Common Equity Stock will be held by New Intermediate Holding Company Holdings in its treasury; and (iii) no warrants (other than the New Warrants) to purchase New Common Equity Stock will be issued and outstanding. (a) As of the Closing Date, the Total Outstanding Shares of New Intermediate Holding Company and Reorganized Invacare Holdings will have been duly authorized and validly issued and will be fully paid and non-assessable, and will not be subject to any preemptive rights (other than any rights set forth in the New Organizational Documents). (b) Except as set forth in this Agreement, the Plan and the New Organizational Documents, and except for a sufficient number of shares of New Common Equity Stock reserved for issuance pursuant to the Plan, the Exit Facilities Documents or the Management Incentive Plan, as of the Closing Date, no shares of capital stock or other equity securities or voting interest in New Intermediate Holding Company or Reorganized Invacare Holdings will have been issued, reserved for issuance or outstanding. (c) Except as described in this Agreement and except as set forth in the Plan, the Registration Rights Agreement, if applicable, the New Organizational Documents, or the Exit Facilities Documents, upon the Closing, none of the Company Parties or New Intermediate Holding Company Debtors will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contract, arrangement or undertaking (including any preemptive right) that (i) obligates any Company Party or New Intermediate Holding Company Debtor to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred, or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in any Company Party or New Intermediate Holding Company Debtor or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in any Company Party or New Intermediate Holding CompanyDebtor, (ii) obligates any Company Party or New Intermediate Holding Company Debtor to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking, (iii) restricts the Transfer of any shares of capital stock of any Company Party or New Intermediate Holding Company Debtor (other than any restrictions included in the Exit Facilities or any corresponding pledge agreement) or (iv) relates to the voting of any shares of capital stock of any Company Party or New Intermediate Holding CompanyDebtor.