Common use of Authorized and Issued Capital Stock Clause in Contracts

Authorized and Issued Capital Stock. (a) The shares of New Common Stock to be issued pursuant to the Plan, including the shares of New Common Stock to be issued in connection with the consummation of the Rights Offering and pursuant to the terms hereof, will, when issued and delivered on the Closing Date, be duly and validly authorized, issued and delivered and shall be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Law), preemptive rights, subscription and similar rights. (b) Except as contemplated by the Plan, as of the Closing Date, no shares of capital stock or other Equity Interests in Reorganized Xxxxxx will have been issued, reserved for issuance or outstanding. (c) Except as described in this Section 4.8 and except as set forth in the Registration Rights Agreement, or the Governance Documents of Reorganized Xxxxxx, as of the Closing Date, neither Reorganized Xxxxxx nor any of its Subsidiaries 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 Reorganized Xxxxxx or any of its Subsidiaries 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, Reorganized Xxxxxx or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx or any of its Subsidiaries 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 Reorganized Xxxxxx or any of its Subsidiaries or (iv) relates to the voting of any shares of capital stock of Reorganized Xxxxxx.

Authorized and Issued Capital Stock. (a) The shares of New Common Stock to be issued pursuant to the Plan, including the shares of New Common Stock to be issued in connection with the consummation of the Rights Offering and pursuant to the terms hereofhereof (including the Backstop Fee), will, when issued and delivered on the Closing Date, be duly authorized and validly authorized, issued and delivered and shall will be fully paid and non-non- assessable, and free and clear of all Taxes, will not be subject to any Liens (other than Transfer Permitted Liens and transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, by applicable Law or the Registration Rights Agreement Agreement) or by applicable Lawany preemptive rights (other than any rights set forth in the Plan or the New Organizational Documents), preemptive rights, subscription and similar rights. (b) Except as contemplated by the Plan, as of the Closing Date, no shares of capital stock or other Equity Interests equity securities or voting interest in Reorganized Xxxxxx the Company will have been issued, reserved for issuance or outstanding. (c) Except as described in this Section 4.8 4.04 and except as set forth in the Plan, Registration Rights Agreement, the New Organizational Documents, the Emergence Credit Facilities, the Management Incentive Plan or any employment agreement entered into in accordance with the Governance Documents of Reorganized XxxxxxPlan, as of the Closing Date, neither Reorganized Xxxxxx the Company nor any of its Subsidiaries will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking (including any preemptive right) that (i) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries 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, Reorganized Xxxxxx the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx the Company or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking, (iii) restricts the Transfer transfer of any shares of capital stock of Reorganized Xxxxxx the Company or any of its Subsidiaries or (iv) relates to the voting of any shares of capital stock of Reorganized Xxxxxxthe Company.

Authorized and Issued Capital Stock. (a) The shares On the Closing Date, (i) the total issued capital stock of the Company will consist of the Aggregate New Common Stock to be issued pursuant to the Plan, including Shares plus the shares of New Common Stock issued under the Rights Offering plus the shares of New Common Stock issued in respect of the Commitment Premium pursuant to Article III, (ii) no shares of New Common Stock will be issued held by the Company in its treasury, (iii) no shares of New Common Stock will be reserved for issuance upon exercise of stock options and other rights to purchase or acquire shares of New Common Stock granted in connection with the consummation any employment arrangement entered into in accordance with Section 6.3, except as reserved in respect of the Rights Offering new management incentive plan adopted in accordance with the Restructuring Term Sheet, and pursuant (iv) no warrants to the terms hereof, will, when purchase shares of New Common Stock will be issued and delivered on outstanding. (b) As of the Closing Date, be all issued and outstanding shares of New Common Stock will have been duly authorized and validly authorized, issued and delivered and shall will be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Law), will not be subject to any preemptive rights, subscription and similar rights. (bc) Except as contemplated by the Planset forth in this Section 4.4, as of the Closing Date, no shares of capital stock or other Equity Interests equity securities or voting interest in Reorganized Xxxxxx the Company will have been issued, reserved for issuance or outstanding. (cd) Except as described in this Section 4.8 4.4 and except as set forth in the Registration Rights Agreement, or the Governance Reorganized Company Corporate Documents of Reorganized Xxxxxxand this Agreement, as of the Closing Date, neither Reorganized Xxxxxx the Company nor any of its Subsidiaries 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 Reorganized Xxxxxx the Company or any of its Subsidiaries 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, Reorganized Xxxxxx the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx the Company or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries 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 Reorganized Xxxxxx the Company or any of its Subsidiaries (other than any restrictions included in the Exit Facility or any corresponding pledge agreement) or (iv) relates to the voting of any shares of capital stock of Reorganized Xxxxxxthe Company.

Authorized and Issued Capital Stock. (a) The shares On the Closing Date, (i) the total issued capital stock of New Common Stock to be the reorganized Company will consist of the Aggregate Pre- Closing Equity Interests, plus the Rights Offering Shares and Rights Offering Warrants issued pursuant to the PlanRights Offering, including plus the shares of New Common Stock to be issued Shares in connection with the consummation respect of the Rights Offering and Commitment Premium pursuant to Article III, plus the Equity Class Warrants, plus any shares issued pursuant to the terms hereofmanagement incentive plan referenced in the Term Sheet (the “MIP”) (ii) no Common Equity Interests will be held by the reorganized Company in its treasury, willand (iii) no warrants to purchase shares of Common Equity Interests, when other than the Warrants described above, will be issued and delivered on outstanding. (b) As of the Closing Date, be all issued and outstanding Common Equity Interests will have been duly authorized and validly authorized, issued and delivered and shall will be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Law), will not be subject to any preemptive rights, subscription and similar rights. (bc) Except as contemplated by set forth in Section 4.4(a) and Section 6.22, and except for a sufficient number of Common Shares reserved for issuance pursuant to the PlanMIP and upon the exercise of the Equity Class Warrants, as of the Closing Date, no shares of capital stock or other Equity Interests equity securities or voting interest in Reorganized Xxxxxx the reorganized Company will have been issued, reserved for issuance or outstanding. (cd) Except as described in this Section 4.8 4.4 and except as set forth in the Registration Rights Agreement, or the Governance Documents of Reorganized XxxxxxCompany Corporate Documents, the Exit Facilities, the Warrants and any warrant agreement related thereto, and the MIP, as of the Closing DateClosing, neither Reorganized Xxxxxx the reorganized Company nor any of its Subsidiaries 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 that (i) obligates Reorganized Xxxxxx the reorganized Company or any of its Subsidiaries 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, Reorganized Xxxxxx the reorganized Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx the reorganized Company or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx the reorganized Company or any of its Subsidiaries 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 Reorganized Xxxxxx the Company or any of its Subsidiaries (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 Reorganized Xxxxxxthe reorganized Company.

Authorized and Issued Capital Stock. (ai) The On the Closing Date, (A) the authorized capital stock of the Company will consist of the number of shares of New Common Stock to be issued pursuant to as set forth in the PlanCompany’s certificate of incorporation, including (B) the outstanding capital stock of the Company will consist of only shares of New Common Stock issued pursuant to the Plan and Plan Documents, including the Rights Offering Common Stock, (C) no New Common Stock will be issued held by the Company in its treasury, (D) shares of New Common Stock will be reserved for issuance in connection with the consummation Management Incentive Plan and any other employment arrangement approved by the New Board and (E) no warrants to purchase shares of the Rights Offering and pursuant to the terms hereof, will, when New Common Stock will be issued and delivered on outstanding. (ii) As of the Closing Date, be all issued and outstanding shares of New Common Stock will have been duly authorized and validly authorized, issued and delivered and shall will be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Law), will not be subject to any preemptive rights, subscription and similar rights. (biii) Except as contemplated by the Planset forth in this Section 3(c), as of the Closing Date, no shares of capital stock or other Equity Interests equity securities or voting interest in Reorganized Xxxxxx the Company will have been issued, reserved for issuance or outstanding. (ci) Except as described in this Section 4.8 3(c) and except as set forth in the Plan, Disclosure Statement, the Registration Rights Agreement, the New Organizational Documents, or the Governance Documents of Reorganized XxxxxxMIP, or except as set forth in Schedule 3(c) to the Disclosure Schedules, as of the Closing Date, neither Reorganized Xxxxxx the Company nor any of its Subsidiaries will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking (including any preemptive right) that (i) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries 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 New Common Stock of, or other equity or voting interests in, Reorganized Xxxxxx the Company or any of its Subsidiaries subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock membership interests of, or other equity or voting interest in, Reorganized Xxxxxx the Company or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking, (iii) restricts the Transfer transfer of any shares of capital stock of Reorganized Xxxxxx the Company or any of its Subsidiaries subsidiaries or (iv) relates to the voting of any shares of capital stock of Reorganized Xxxxxxthe Company.

Authorized and Issued Capital Stock. (a) The shares of New Common Stock to be issued pursuant to the Plan, including the shares of New Common Stock to be issued in connection with the consummation of the Rights Offering and pursuant to the terms hereof, will, when issued and delivered on the Closing Date, be duly and validly authorized, issued and delivered and shall be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Law), preemptive rights, subscription and similar rights. (b) Except as contemplated by the Plan, as of the Closing Date, no shares of capital stock or other Equity Interests in Reorganized Xxxxxx will have been issued, reserved for issuance or outstanding. (c) Except as described in this Section 4.8 and except as set forth in the Registration Rights Agreement, or the Governance Documents of Reorganized Xxxxxx, as of the Closing Date, neither Reorganized Xxxxxx nor any of its Subsidiaries 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 Reorganized Xxxxxx or any of its Subsidiaries to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, 30 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, Reorganized Xxxxxx or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx or any of its Subsidiaries 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 Reorganized Xxxxxx or any of its Subsidiaries or (iv) relates to the voting of any shares of capital stock of Reorganized Xxxxxx.

Authorized and Issued Capital Stock. (a) The shares On the Closing Date, (i) the total issued capital stock of New Common Stock to be the reorganized Company will consist of the Aggregate Pre-Closing Equity Interests, plus the Rights Offering Shares and Rights Offering Warrants issued pursuant to the PlanRights Offering, including plus the shares of New Common Stock to be issued Shares in connection with the consummation respect of the Rights Offering and Commitment Premium pursuant to Article III, plus the Equity Class Warrants, plus any shares issued pursuant to the terms hereofmanagement incentive plan referenced in the Term Sheet (the “MIP”) (ii) no Common Equity Interests will be held by the reorganized Company in its treasury, willand (iii) no warrants to purchase shares of Common Equity Interests, when other than the Warrants described above, will be issued and delivered on outstanding. (b) As of the Closing Date, be all issued and outstanding Common Equity Interests will have been duly authorized and validly authorized, issued and delivered and shall will be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Law), will not be subject to any preemptive rights, subscription and similar rights. (bc) Except as contemplated by set forth in Section 4.4(a) and Section 6.22, and except for a sufficient number of Common Shares reserved for issuance pursuant to the PlanMIP and upon the exercise of the Equity Class Warrants, as of the Closing Date, no shares of capital stock or other Equity Interests equity securities or voting interest in Reorganized Xxxxxx the reorganized Company will have been issued, reserved for issuance or outstanding. (cd) Except as described in this Section 4.8 4.4 and except as set forth in the Registration Rights Agreement, or the Governance Documents of Reorganized XxxxxxCompany Corporate Documents, the Exit Facilities, the Warrants and any warrant agreement related thereto, and the MIP, as of the Closing DateClosing, neither Reorganized Xxxxxx the reorganized Company nor any of its Subsidiaries 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 Reorganized Xxxxxx the reorganized Company or any of its Subsidiaries 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, Reorganized Xxxxxx the reorganized Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx the reorganized Company or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx the reorganized Company or any of its Subsidiaries 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 Reorganized Xxxxxx the Company or any of its Subsidiaries (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 Reorganized Xxxxxxthe reorganized Company.

Authorized and Issued Capital Stock. (a) The On the Closing Date, (i) the authorized capital stock of MPM will consist of 70,000,000 shares of New Common Stock, (ii) the outstanding capital stock of MPM will consist of 50,000,000 issued and outstanding shares of New Common Stock to (which shall be issued pursuant to the Plannumber of Total Outstanding Shares), including the (iii) no shares of New Common Stock will be held by MPM in its treasury, (iv) shares of New Common Stock will be reserved for issuance upon exercise of stock options and other rights to be issued purchase or acquire shares of New Common Stock granted in connection with the consummation any employment arrangement entered into in accordance with Section 6.3, and (v) no warrants to purchase shares of the Rights Offering and pursuant to the terms hereof, will, when New Common Stock will be issued and delivered on outstanding. (b) As of the Closing Date, be all issued and outstanding shares of New Common Stock will have been duly authorized and validly authorized, issued and delivered and shall will be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Law), will not be subject to any preemptive rights, subscription and similar rights. (bc) Except as contemplated by the Planset forth in this Section 4.4, as of the Closing Date, no shares of capital stock or other Equity Interests equity securities or voting interest in Reorganized Xxxxxx Momentive will have been issued, reserved for issuance or outstanding. (cd) Except as described in this Section 4.8 4.4 and except as set forth in the Registration Rights Agreement, the Reorganized Momentive Corporate Documents, the Emergence Credit Facilities or the Governance Documents of Reorganized Xxxxxxany employment agreement entered into in accordance with Section 7.1(h), as of the Closing Date, neither Reorganized Xxxxxx Momentive nor any of its Subsidiaries 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 Reorganized Xxxxxx Momentive or any of its Subsidiaries 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, Reorganized Xxxxxx Momentive or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx Momentive or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx Momentive or any of its Subsidiaries 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 Reorganized Xxxxxx Momentive or any of its Subsidiaries or (iv) relates to the voting of any shares of capital stock of Reorganized XxxxxxMomentive.

Authorized and Issued Capital Stock. (a) The shares On the Closing Date, (i) the total issued capital stock of the Company will consist of the Aggregate New Common Stock to be issued pursuant to the Plan, including Shares plus the shares of New Common Stock issued under the Rights Offering plus the shares of New Common Stock issued in respect of the Commitment Premium pursuant to Article III, (ii) no shares of New Common Stock will be held by the Company in its treasury, (iii) no shares of New Common Stock will be reserved for issuance upon exercise of stock options and other rights to purchase or acquire shares of New Common Stock granted in connection with any employment arrangement entered into in accordance with Section 6.3, except as reserved in respect of the new management incentive plan adopted in accordance with the Restructuring Term Sheet, and (iv) no warrants to purchase shares of New Common Stock will be issued and outstanding, except as reserved in respect of the Warrants to be issued in connection accordance with the consummation Plan. (b) As of the Rights Offering and pursuant to the terms hereof, will, when issued and delivered on the Closing Date, be all issued and outstanding shares of New Common Stock will have been duly authorized and validly authorized, issued and delivered and shall will be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Law), will not be subject to any preemptive rights, subscription and similar rights. (bc) Except as contemplated by the Planset forth in this ‎Section 4.4, as of the Closing Date, no shares of capital stock or other Equity Interests equity securities or voting interest in Reorganized Xxxxxx the Company will have been issued, reserved for issuance or outstanding. (cd) Except as described in this Section 4.8 ‎Section 4.4 and except as set forth in the Registration Rights Reorganized Company Corporate Documents and this Agreement, or the Governance Documents of Reorganized Xxxxxx, as of the Closing Date, neither Reorganized Xxxxxx the Company nor any of its Subsidiaries 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 Reorganized Xxxxxx the Company or any of its Subsidiaries 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, Reorganized Xxxxxx the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx the Company or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries 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 Reorganized Xxxxxx the Company or any of its Subsidiaries (other than any restrictions included in the Amended RBL Credit Agreement or any corresponding pledge agreement) or (iv) relates to the voting of any shares of capital stock of Reorganized Xxxxxxthe Company.

Authorized and Issued Capital Stock. (a) The shares of New Common Stock to be issued pursuant to the Plan, including the shares of New Common Stock to be issued in connection with the consummation of the Rights Offering and pursuant to the terms hereof, will, when issued and delivered on On the Closing Date, be duly (i) the authorized capital stock of NII will consist of one hundred fifty million (150,000,000) shares of New NII Common Stock, and validly authorized, (ii) the outstanding capital stock of NII will consist of one hundred seventeen million three hundred fifteen thousand nine hundred sixty (117,315,960) issued and delivered and shall be fully paid and non-assessable, and free and clear outstanding shares of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Law), preemptive rights, subscription and similar rightsNew NII Common Stock. (b) Except as contemplated by the Planset forth in this Section 4.4, as of the Closing Date, no shares of capital stock or other Equity Interests equity or voting interest in Reorganized Xxxxxx NII, or any security exercisable for or convertible or exchangeable into any capital stock of or other equity or voting interest in NII, will have been issued, reserved for issuance or outstanding. (c) Except as described in this Section 4.8 4.4 and except as set forth in the Registration Rights Agreement, the Reorganized NII Corporate Documents, the documentation governing the New NII Debt or the Governance Documents of Reorganized Xxxxxxany other proposed exit financing facility, as of the Closing Date, neither Reorganized Xxxxxx the Company nor any of its Subsidiaries will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking (including any preemptive right) that (i) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries 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, Reorganized Xxxxxx the Company or any of its Subsidiaries or any security convertible or exercisable for or convertible or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx the Company or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking, (iii) restricts the Transfer (other than as required by applicable securities laws) of any shares of capital stock of Reorganized Xxxxxx the Company or any of its Subsidiaries or (iv) relates to the voting of any shares of capital stock of Reorganized Xxxxxxthe Company or any of its Subsidiaries.

Authorized and Issued Capital Stock. (a) The shares On the Closing Date, (i) the total issued equity interests of New the Company will consist solely of the Common Stock to be Shares issued pursuant to the Plan, including which shall include the shares of New Common Stock Shares to be issued with respect to pre-petition creditor claims under the Plan, the Common Shares issued as Equity Commitment Shares and the Common Shares issued in respect of the Commitment Premium pursuant to Article III, (ii) no equity interests will be held by the Company in its treasury, (iii) no equity interests will be reserved for issuance upon exercise of stock options and other rights to purchase or acquire equity interests granted in connection with the consummation any employment arrangement entered into in accordance with Section 6.3, except as reserved in respect of the Rights Offering MIP and pursuant the Company’s key employee incentive plan approved by the Bankruptcy Court, and (iv) no warrants to the terms hereof, will, when purchase equity interests will be issued and delivered on outstanding, other than those contemplated under the Plan including those to be issued (x) to non-domestic holders of creditor claims and (y) to former holders of common stock immediately prior to the Closing Date, be duly and validly authorized, issued and delivered and shall be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Law), preemptive rights, subscription and similar rights. (b) . Except as contemplated by set forth in the Planprior sentence, as of the Closing Date, no units or shares of capital stock or other Equity Interests equity securities or voting interest in Reorganized Xxxxxx the Company will have been issued, reserved for issuance or outstanding. (cb) Except as described in this Section 4.8 4.4 or Section 4.4 of the Company Disclosure Schedules, and except as set forth in the Registration Rights Agreement, or the Governance Company Organizational Documents of Reorganized Xxxxxxand this Agreement, as of the Closing Date, neither Reorganized Xxxxxx nor none of the Debtors or any of its their respective Subsidiaries 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 Reorganized Xxxxxx the Debtors or any of its their respective Subsidiaries 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 units or shares of the capital stock of, or other equity or voting interests in, Reorganized Xxxxxx or any of its the Debtors or their respective Subsidiaries or any security convertible or exercisable for or exchangeable into any units or capital stock of, or other equity or voting interest in, Reorganized Xxxxxx or any of its the Debtors or their respective Subsidiaries, (ii) obligates Reorganized Xxxxxx or any of its the Debtors or their respective Subsidiaries 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 units or shares of capital stock of Reorganized Xxxxxx any of the Debtors or their respective Subsidiaries (other than any restrictions included in any Effective Date indebtedness contemplated by the Restructuring Term Sheet or any corresponding pledge agreement or in the organizational documents of its Subsidiaries any joint venture of the Debtors or their subsidiaries) or (iv) relates to the voting of any shares equity interests in any of capital stock of Reorganized Xxxxxxthe Debtors or their respective Subsidiaries, except as to voting rights attendant to any such equity interests or as set forth in the organizational documents thereof.

Authorized and Issued Capital Stock. (a) The authorized capital stock of the Company consists of 24,769,513 shares of New Common Stock to be were issued pursuant to the Plan, including the and 5,383,769 shares of New Common Stock to be issued were outstanding, and (ii) 19,385,744 shares of Common Stock were held by the Company in connection with the consummation its treasury. All capital stock or equity interests of each of the Rights Offering and pursuant to Company’s Subsidiaries is owned by the terms hereof, will, when Company. The issued and delivered on outstanding shares of capital stock of the Closing Date, be Company and each of its Subsidiaries have been duly authorized and validly authorized, issued and delivered and shall be are fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Laware not subject to any preemptive rights. Except as set forth in this Section 2(e), preemptive rights, subscription and similar rights. (b) Except as contemplated by at the Plan, as close of business on the Closing Capital Structure Date, no shares of capital stock or other Equity Interests equity securities or voting interest in Reorganized Xxxxxx will have been the Company or any of its Subsidiaries were issued, reserved for issuance or outstanding. (c) Except as described . Since the close of business on the Capital Structure Date, no shares of capital stock or other equity securities or voting interest in this Section 4.8 and except the Company or any of its Subsidiaries have been issued or reserved for issuance or become outstanding, other than the shares to be issued hereunder. Other than as set forth in (i) this Section 2(e), (ii) the Registration Rights securities purchase agreement dated January 4, 2023 (inclusive of senior secured convertible notes and warrants issued in connection with the securities purchase agreement) among the Company and certain investors, as amended, (iii) the Company’s certificate of incorporation, (iv) Placement Agent Warrant, dated January 4, 2023, issued to the placement agent, Uninvest Securities, LLC, and (v) this Agreement, or neither the Governance Documents of Reorganized Xxxxxx, as of the Closing Date, neither Reorganized Xxxxxx Company nor any of its Subsidiaries will be is party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contract, arrangement subscription or undertaking other right (including any preemptive right) that ), agreement or commitment which (iw) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries 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, Reorganized Xxxxxx the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx the Company or any of its Subsidiaries, (iix) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking, (iiiy) restricts the Transfer transfer of any shares of capital stock of Reorganized Xxxxxx or any of its Subsidiaries the Company or (ivz) relates to the voting of any shares of capital stock of Reorganized Xxxxxxthe Company or any of its Subsidiaries.

Authorized and Issued Capital Stock. (a) The Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Liens other than transfer restrictions imposed by applicable Law. Except as set forth above, and other than the New Common Stock Warrants and the New MIP, on the Closing Date there will be no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to be issued pursuant to the Plan, including the issue or sell any shares of New Common Stock to be issued in connection with the consummation capital stock or other securities of the Rights Offering Company’s Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any shares of capital stock or other securities of the Company’s Subsidiaries, and pursuant to the terms hereofno securities or obligations evidencing such rights will be authorized, will, when issued and delivered on or outstanding. On the Closing Date, the Company will not have outstanding any bonds, debentures, notes or other obligations, the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. (b) Section 4.4 (b) of the Company Disclosure Schedule sets forth (i) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (ii) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than one percent (1%) of the outstanding capital stock of such company. (c) On the Closing Date, (i) the authorized and issued capital stock of Reorganized Key will be as set forth in the Plan and the New Key Constituent Documents, (ii) no shares of common stock or preferred shares will be held by the Company in its treasury, (iii) to the extent set forth in the Disclosure Statement, shares of Reorganized Key Common Stock will be reserved for issuance under the New MIP, and (iv) shares of Reorganized Key Common Stock will be reserved for issuance upon exercise of the New Warrants. (d) As of the Closing Date, all issued and outstanding shares of Reorganized Key Common Stock and the Preferred Voting Share will have been duly authorized and validly authorized, issued and delivered and shall will be fully paid and non-assessable, and free and clear of all Taxes, Liens will not be subject to any preemptive rights (other than Transfer restrictions imposed hereunder or under except as set forth in the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable LawNew Key Constituent Documents), preemptive rights, subscription and similar rights. (be) Except as contemplated by set forth in this Section 4.4 and in the PlanNew Key Constituent Documents, the New Warrants or the New MIP, as of the Closing Date, no shares of capital stock or other Equity Interests equity securities or voting interest in Reorganized Xxxxxx Key will have been issued, reserved for issuance or outstanding. (cf) Except as described in this Section 4.8 and except as set forth in this Section 4.4 and in the Registration New Key Constituent Documents, the New Warrants, the Investor Rights Agreement, Agreement(s) or the Governance Documents of Reorganized XxxxxxNew MIP, as of the Closing Date, neither Reorganized Xxxxxx the Company nor any of its Subsidiaries will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking (including any preemptive right) that (i) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries 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, Reorganized Xxxxxx the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx the Company or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking, (iii) restricts the Transfer transfer of any shares of capital stock of Reorganized Xxxxxx the Company or any of its Subsidiaries (other than transfer restrictions imposed hereunder or by applicable Law) or (iv) relates to the voting of any shares of capital stock of Reorganized Xxxxxxthe Company or its Subsidiaries.

Authorized and Issued Capital Stock. (a) The On the Closing Date, (i) the issued and outstanding capital stock of the Company will consist of 54,730,252 shares of New Common Stock, plus any shares of New Common Stock to be issued pursuant to the PlanPut Option Premium, including the (ii) no shares of New Common Stock will be held by the Company in its treasury and (iii) other than the New Warrants, no warrants to purchase shares of New Common Stock will be issued in connection with the consummation of the Rights Offering and pursuant to the terms hereof, will, when issued and delivered on the Closing Date, be duly and validly authorized, issued and delivered and shall be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Law), preemptive rights, subscription and similar rightsoutstanding. (b) As of the Closing Date, all issued and outstanding shares of New Common Stock 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 (except as set forth in the Registration Rights Agreement). (c) Except as contemplated by the Planset forth in this Section 4.04, as of the Closing Date, no shares of capital stock or other Equity Interests equity securities or voting interest in Reorganized Xxxxxx the Company will have been issued, reserved for issuance or outstanding. (cd) Except as described in this Section 4.8 4.04 and except as set forth in the Registration Rights Agreement, the New Warrants, the New Organizational Documents, the Emergence Credit Facilities or any employment agreement entered into in accordance with the Governance Documents of Reorganized XxxxxxPlan, as of the Closing Date, neither Reorganized Xxxxxx the Company nor any of its Subsidiaries Material Entity will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking (including any preemptive right) that (i) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries Material Entity 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, Reorganized Xxxxxx the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx the Company or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries Material Entity to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking, (iii) restricts the Transfer of any shares of capital stock of Reorganized Xxxxxx or any of its Subsidiaries or (iv) relates to the voting of any shares of capital stock of Reorganized Xxxxxx.,

Authorized and Issued Capital Stock. (a) The authorized capital stock of the Company consists of 24,769,513 shares of New Common Stock to be were issued pursuant to the Plan, including the and 5,383,769 shares of New Common Stock to be issued were outstanding, and (ii) 19,385,744 shares of Common Stock were held by the Company in connection with the consummation its treasury. All capital stock or equity interests of each of the Rights Offering and pursuant to Company’s Subsidiaries is owned by the terms hereof, will, when Company. The issued and delivered on outstanding shares of capital stock of the Closing Date, be Company and each of its Subsidiaries have been duly authorized and validly authorized, issued and delivered and shall be are fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Laware not subject to any preemptive rights. Except as set forth in this Section 2(e), preemptive rights, subscription and similar rights. (b) Except as contemplated by at the Plan, as close of business on the Closing Capital Structure Date, no shares of capital stock or other Equity Interests equity securities or voting interest in Reorganized Xxxxxx will have been the Company or any of its Subsidiaries were issued, reserved for issuance or outstanding. (c) Except as described . Since the close of business on the Capital Structure Date, no shares of capital stock or other equity securities or voting interest in this Section 4.8 and except the Company or any of its Subsidiaries have been issued or reserved for issuance or become outstanding, other than the shares to be issued hereunder. Other than as set forth in (i) this Section 2(e), (ii) the Registration Rights Agreementsecurities purchase agreement dated January 4, or 2023 (inclusive of senior secured convertible notes and warrants issued in connection with the Governance Documents of Reorganized Xxxxxxsecurities purchase agreement) among the Company and certain investors, as amended, (iii) the Company’s certificate of incorporation, (iv) Placement Agent Warrant, dated January 4, 2023, issued to the Closing Dateplacement agent, Uninvest Securities, LLC, and (v) this Agreement , neither Reorganized Xxxxxx the Company nor any of its Subsidiaries will be is party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contract, arrangement subscription or undertaking other right (including any preemptive right) that ), agreement or commitment which (iw) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries 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, Reorganized Xxxxxx the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx the Company or any of its Subsidiaries, (iix) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking, (iiiy) restricts the Transfer transfer of any shares of capital stock of Reorganized Xxxxxx or any of its Subsidiaries the Company or (ivz) relates to the voting of any shares of capital stock of Reorganized Xxxxxxthe Company or any of its Subsidiaries.

Authorized and Issued Capital Stock. (a) The shares On the Closing Date, (i) the total issued capital stock of the Reorganized Company will consist of New EP Common Stock Shares, consisting of (A) the Rights Offering Shares under the Rights Offering (including the Unsubscribed Shares), (B) the New EP Common Shares in respect of the Commitment Premium pursuant to be Article III, (C) the New EP Common Shares issued pursuant to the PlanPlan in respect of the 1.5 Lien Notes Claims and Unsecured Claims (as defined in the Term Sheet), including (D) any New EP Common Shares issued pursuant to the shares of EIP, (E) any New EP Common Stock Shares issued pursuant to be the Private Placement (as defined in the Term Sheet), and (F) any New EP Common Shares issued in connection with the consummation of Xxxxx Contribution (as defined in the Rights Offering Term Sheet); and pursuant (ii) no New EP Common Shares will be held by the Reorganized Company in its treasury, and (iii) no warrants to the terms hereof, will, when purchase New EP Common Shares will be issued and delivered on outstanding. (b) As of the Closing Date, be the Total Outstanding Shares of the Reorganized Company will have been duly authorized and validly authorized, issued and delivered and shall will be fully paid and non-assessable, and free and clear of all Taxes, Liens will not be subject to any preemptive rights (other than Transfer restrictions imposed hereunder or under any rights set forth in the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable LawCompany Corporate Documents), preemptive rights, subscription and similar rights. (bc) Except as contemplated by set forth in this Agreement, the PlanPlan and the Reorganized Company Corporate Documents, and except for a sufficient number of New EP Common Shares reserved for issuance pursuant to the EIP, as of the Closing Date, no shares of capital stock or other Equity Interests equity securities or voting interest in the Reorganized Xxxxxx Company will have been issued, reserved for issuance or outstandingoutstanding upon exercise of options or other rights to purchase or acquire New EP Common Shares. (cd) Except as described in this Section 4.8 Agreement and except as set forth in the Plan, the Registration Rights Agreement, the Reorganized Company Corporate Documents or the Governance Documents of Reorganized XxxxxxExit Facility, as of and the Closing DateEIP, upon the Closing, neither Reorganized Xxxxxx Company nor any of its Subsidiaries 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 the Reorganized Xxxxxx Company or any of its Subsidiaries 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, the Reorganized Xxxxxx Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx the Debtors or any of its their Subsidiaries, (ii) obligates the Reorganized Xxxxxx Company or any of its Subsidiaries 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 the Reorganized Xxxxxx Company or any of its Subsidiaries (other than any restrictions included in the Exit Facility or any corresponding pledge agreement) or (iv) relates to the voting of any shares of capital stock of the Reorganized XxxxxxCompany.

Authorized and Issued Capital Stock. (a) The On the Closing Date, (i) the issued and outstanding capital stock of the Company will consist of 54,730,252 shares of New Common Stock, plus any shares of New Common Stock to be issued pursuant to the PlanPut Option Premium, including the (ii) no shares of New Common Stock will be held by the Company in its treasury and (iii) other than the New Warrants, no warrants to purchase shares of New Common Stock will be issued in connection with the consummation and outstanding. (b) As of the Rights Offering and pursuant to the terms hereof, will, when issued and delivered on the Closing Date, be all issued and outstanding shares of New Common Stock will have been duly authorized and validly authorized, issued and delivered and shall will be fully paid and non-assessable, and free and clear of all Taxes, Liens will not be subject to any preemptive rights (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, except as set forth in the Registration Rights Agreement or by applicable LawAgreement), preemptive rights, subscription and similar rights. (bc) Except as contemplated by the Planset forth in this Section 4.04, as of the Closing Date, no shares of capital stock or other Equity Interests equity securities or voting interest in Reorganized Xxxxxx the Company will have been issued, reserved for issuance or outstanding. (cd) Except as described in this Section 4.8 4.04 and except as set forth in the Registration Rights Agreement, the New Warrants, the New Organizational Documents, the Emergence Credit Facilities or any employment agreement entered into in accordance with the Governance Documents of Reorganized XxxxxxPlan, as of the Closing Date, neither Reorganized Xxxxxx the Company nor any of its Subsidiaries Material Entity will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking (including any preemptive right) that (i) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries Material Entity 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, Reorganized Xxxxxx the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx the Company or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries Material Entity to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking, (iii) restricts the Transfer transfer of any shares of capital stock of Reorganized Xxxxxx the Company or any of its Subsidiaries Material Entity or (iv) relates to the voting of any shares of capital stock of Reorganized Xxxxxxthe Company.

Authorized and Issued Capital Stock. (a) The shares of New Common Stock to be issued pursuant to the Plan, including the shares of New Common Stock to be issued in connection with the consummation of the Rights Offering and pursuant to the terms hereof, will, when issued and delivered on the Closing Date, be duly and validly authorized, issued and delivered and shall be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Law), preemptive rights, subscription and similar rights. (b) Except as contemplated by the Planset forth in this Section 4.4, as of the Closing Date, no shares of capital stock or other Equity Interests equity or voting interest in Reorganized Xxxxxx Exide, or any security exercisable for or convertible or exchangeable into any capital stock of or other equity or voting interest in Exide, will have been issued, reserved for issuance or outstanding. (cb) Except as described in this Section 4.8 4.4 and except as set forth in the Registration Rights Stockholders Agreement, the Reorganized Exide Corporate Documents, any XXXX, LTIP, key employee retention plan, or supplemental executive retirement plan adopted by Exide or other employment agreement or compensation arrangement that would be in effect immediately after the Governance Documents Closing with respect to each individual serving as a member of Reorganized Xxxxxxthe senior management of Exide on the date hereof, the documentation governing the Exit ABL Revolver Financing or First Lien High Yield Notes or any employment agreement entered into in accordance with Section 7.1(g), as of the Closing Date, neither Reorganized Xxxxxx Exide nor any of its Subsidiaries will be party to or otherwise bound by or subject to any outstanding option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking (including any preemptive right) that (i) obligates Reorganized Xxxxxx Exide or any of its Subsidiaries 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, Reorganized Xxxxxx Exide or any of its Subsidiaries or any security convertible or exercisable for or convertible or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx Exide or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx Exide or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking, (iii) restricts the Transfer of any shares of capital stock of Reorganized Xxxxxx Exide or any of its Subsidiaries or (iv) relates to the voting of any shares of capital stock of Reorganized XxxxxxExide or any of its Subsidiaries.

Authorized and Issued Capital Stock. (a) The shares of New Common Stock to be issued pursuant to the Plan, including the shares of New Common Stock to be issued in connection with the consummation of the Rights Offering and pursuant to the terms hereof, will, when issued and delivered on On the Closing Date, (i) the total issued capital stock of the Company will consist of the Aggregate Pre-Closing Equity Interests, plus the Class A Shares issued under the Rights Offering, plus the Class A Shares in respect of the Commitment Premium pursuant to Article III, plus the Excluded Shares, (ii) no shares of Common Equity Interests will be held by the Company in its treasury, (iii) no shares of Common Equity Interests will be reserved for issuance upon exercise of stock options and other rights to purchase or acquire shares of Common Equity Interests granted in connection with any employment arrangement entered into in accordance with Section 6.3, and (iv) no warrants to purchase shares of Common Equity Interests, other than the Excluded Warrants, will be issued and outstanding. (b) As of the Closing Date, all issued and outstanding shares of Common Equity Interests will have been duly authorized and validly authorized, issued and delivered and shall will be fully paid and non-assessable, and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Governance Documents of Reorganized Xxxxxx, the Registration Rights Agreement or by applicable Law), will not be subject to any preemptive rights, subscription and similar rights. (bc) Except as contemplated by the Planset forth in this Section 4.4, as of the Closing Date, no shares of capital stock or other Equity Interests equity securities or voting interest in Reorganized Xxxxxx the Company will have been issued, reserved for issuance or outstanding. (cd) Except as described in this Section 4.8 4.4 and except as set forth in the Registration Rights Agreement, the Reorganized Company Corporate Documents or the Governance Documents of Reorganized XxxxxxExit Facility, as of upon the Closing DateClosing, neither Reorganized Xxxxxx the Company nor any of its Subsidiaries 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 Reorganized Xxxxxx the Company or any of its Subsidiaries 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, Reorganized Xxxxxx the Company or any of its Subsidiaries or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in, Reorganized Xxxxxx the Company or any of its Subsidiaries, (ii) obligates Reorganized Xxxxxx the Company or any of its Subsidiaries 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 Reorganized Xxxxxx the Company or any of its Subsidiaries (other than any restrictions included in the Exit Facility or any corresponding pledge agreement) or (iv) relates to the voting of any shares of capital stock of Reorganized Xxxxxxthe Company.