Common use of Authorized Units Clause in Contracts

Authorized Units. The Company covenants that, during the period the Warrant is outstanding, it will at all times reserve and keep available a number of its Common Units that shall be sufficient to permit the exercise in full of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Units upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Units may be issued as provided herein without violation of any applicable law or regulation. The Company covenants that all Warrant Units which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Units in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its organizational or governing documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Xxxxxx as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Units upon the exercise of this Warrant and (ii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Units for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

Authorized Units. The aggregate membership interest in the Company covenants that, during the period the Warrant is outstanding, it will at all times reserve and keep available a shall be divided into such number of its Common Units that shall be sufficient to permit the exercise in full of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Units upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary issued and outstanding from time to assure that such Warrant Units may be issued as provided herein time. Without limiting the power and authority of the Board set forth in this Agreement, subject to Section 4.2, the Board may, at any time and from time to time, without violation any consent, vote or approval of any applicable law or regulation. The Company covenants that all Warrant Units which may be issued upon the exercise of the purchase rights represented by this Warrant willMembers, upon exercise of the purchase rights represented by this Warrant solicit and payment for such Warrant Units in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free accept additional Capital Contributions from all taxes, liens and charges created by any Person and/or cause the Company in respect of the to issue thereof (additional Units, rights, options, or warrants exercisable for or convertible into Units, or other than taxes in respect securities or instruments of any transfer occurring contemporaneously with such issue). Except and to the extent as waived type or consented to by the Holder, the Company shall not by any actionclass whatsoever, including, without limitation, amending warrants exercisable for Units (collectively, “Equity Securities”); provided, however, that for so long as M-B Holdings and its organizational or governing documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any Affiliates collectively own at least ten percent (10%) of the terms issued and outstanding Units, the aggregate number of Equity Securities issued to employees, consultants or other service providers shall not exceed 6,510,000 Units without the consent of M-B Holdings and provided further that so long as Penske collectively owns at least ten percent (10%) of the issued and outstanding Units, the aggregate number of Equity Securities issued to employees, consultants or other service providers shall not exceed 6,510,000 Units without the consent of Penske. Any such Equity Securities may be issued for cash, property, services, satisfaction of existing obligations or such other type, form, and amount of consideration (including notes, other evidences of indebtedness or obligations of the Person acquiring the interest, instrument or security, as the case may be) as the Board may determine to be appropriate. Any such issuance may be made by the Company by setting forth either in an amendment or an addendum to this Agreement, the relative rights, obligations, duties, and preferences of each new class or series of interests created and reflecting all necessary adjustments to Capital Percentages. A copy of this WarrantAgreement as so amended, but will at all times in good faith assist in or the carrying out of all such terms and in the taking of all such actions addendum as may be necessary or appropriate to protect the rights of Xxxxxx as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Units upon the exercise of this Warrant and (ii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereofso adopted, as the case may be, shall be provided to each Member. All filings necessary to enable be made under the Company to perform its obligations under this Warrant. Before taking any action which would result Delaware Act or applicable law in connection with the creation of such interests shall be made by an adjustment in Officer acting on behalf of the number of Warrant Units for which this Warrant is exercisable or in Board and the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereofCompany.