Availability of Authorized and Unissued Class A Common Stock Sample Clauses

Availability of Authorized and Unissued Class A Common Stock. The Management Company will at all times reserve and keep available a sufficient number of authorized but unissued shares of Class A Common Stock to permit the conversion of the outstanding shares of Class B Common Stock, Membership Units, and shares of convertible Preferred Stock and the exercise of any outstanding Class A Options. The Management Company covenants that if any shares of Class A Common Stock require registration with or approval of any governmental authority under any foreign, federal or state law before such shares of Class A Common Stock may be issued upon such conversion or exchange, the Management Company will promptly cause such shares to be so registered or approved, as the case may be. The Management Company will use its reasonable best efforts to list the shares of Class A Common Stock required to be delivered by the Operating Company upon such conversion or exchange prior to such delivery upon each national securities exchange or other recognized trading market upon which the outstanding Class A Common Stock is listed at the time of such delivery. The Management Company covenants that all shares of Class A Common Stock that are issued, converted or exchanged as provided in this Article 15 shall, upon issuance, be validly issued, fully paid and non-assessable.
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Availability of Authorized and Unissued Class A Common Stock. The Stockholders will vote their Shares to ensure that at all times sufficient shares of Class A Common Stock are reserved out of the authorized but unissued Shares to permit the issuance of shares of Class A Common Stock sufficient to (a) exchange all of the outstanding Membership Units, (b) convert the shares of Class B Common Stock (c) convert the shares of convertible Preferred Stock and (d) permit the exercise of any outstanding Class A Options, each as provided for in the Management Company’s Certificate of Incorporation and the Operating Agreement. The Stockholders will vote their Shares to list the shares of Class A Common Stock required to be delivered by the Operating Company upon conversion or exchange prior to such delivery upon each national securities exchange or other recognized trading market upon which the outstanding Class A Common Stock is listed at the time of such delivery.
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Availability of Authorized and Unissued Class A Common Stock. The Stockholders will vote their Shares to ensure that at all times sufficient shares of Class A Common Stock are reserved out of the authorized but unissued Shares to permit the issuance of shares of Class A Common Stock sufficient to (a) exchange all of the outstanding Membership Units, (b) convert the shares of Class B Common Stock (c) convert the shares of convertible Preferred Stock and (d) permit the exercise of any outstanding Class A Options, each as provided for in the Management Company’s Certificate of Incorporation and the Operating Agreement. The Stockholders will vote their Shares to list the shares of Class A Common Stock required to be delivered by the Operating Company upon conversion or exchange prior to such delivery upon each national securities exchange or other recognized trading market upon which the outstanding Class A Common Stock is listed at the time of such delivery. If at any time there are not sufficient shares of Class A Common Stock authorized by the Certificate of Incorporation as required by this Section 7.4 and the then existing holders of the requisite number of Class A Common Stock fail to vote in favor of an amendment to the Certificate of Incorporation to increase the amount of Class A Common Stock, then each Stockholder will exchange its pro rata number of Membership Units for Class A Common Stock pursuant to Section 7.2 hereof and Section 15.1 of the Operating Agreement in an amount necessary to obtain the requisite affirmative vote of the Class A Common Stock to effect such amendment.
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Related to Availability of Authorized and Unissued Class A Common Stock

  • Availability of Authorized but Unissued Securities The Company will reserve and keep available that maximum number of its authorized but unissued securities that are issuable upon the exercise of any of the Warrants and the Private Placement Warrants outstanding from time to time and upon the conversion of the Founder Shares.

  • Authorized and Issued Capital The authorized capital of the Purchaser consists of an unlimited number of common shares and an unlimited number of preferred shares, of which (i) at the date of this Agreement, 24,610,042 common shares (and no more) have been duly issued and are outstanding as fully paid and non-assessable and no preferred shares are outstanding, and (ii) at the Closing Time, 24,610,042 common shares (and no more) shall have been duly issued and shall be outstanding as fully paid and non-assessable.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

  • Authorized and Outstanding Stock (a) The authorized capital stock of the Company consists of 500,000,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) and 7,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). Of such Preferred Stock, 4,000,000 shares are designated as Series A Preferred Stock and upon the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, 800,000 shares will be designated as the Series B Preferred Stock.

  • Availability of Common Shares (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with SECTION 7. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall (subject to payment of the Purchase Price) be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of Common Shares or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any Common Shares or depositary receipts for Common Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

  • Availability of Preferred Shares The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

  • Reservation and Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights.

  • Reservation and Availability of Common Shares (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Common Shares or any authorized and issued Common Shares held in its treasury, the number of Common Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7.

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