Common use of Class A Common Stock to be Issued Clause in Contracts

Class A Common Stock to be Issued. (a) The Corporation shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, such number of shares of Class A Common Stock as may be deliverable upon any such Exchange; provided, that nothing contained herein shall be construed to preclude Hawk Parent Holdings LLC from satisfying its obligations in respect of the Exchange of the LLC Units by delivery of shares of Class A Common Stock which are held in the treasury of the Corporation or are held by Hawk Parent Holdings LLC or any of their subsidiaries or by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of the Corporation or held by any subsidiary thereof), or by delivery of the Cash Amount. The Corporation and Hawk Parent Holdings LLC covenant that all Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable. (b) The Corporation and Hawk Parent Holdings LLC shall at all times ensure that the execution and delivery of this Agreement by each of the Corporation and Hawk Parent Holdings LLC and the consummation by each of the Corporation and Hawk Parent Holdings LLC of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate or limited liability company action, as the case may be, on the part of the Corporation and Hawk Parent Holdings LLC, including, but not limited to, all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s board of directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby. (c) The Corporation and Hawk Parent Holdings LLC covenant and agree that, to the extent that a registration statement under the Securities Act is effective and available for shares of Class A Common Stock to be delivered with respect to any Exchange, shares that have been registered under the Securities Act shall be delivered in respect of such Exchange. In the event that any Exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the LLC Unitholder requesting such Exchange, the Corporation and Hawk Parent Holdings LLC shall use commercially reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. The Corporation and Hawk Parent Holdings LLC shall use commercially reasonable efforts to list the Class A Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery.

Class A Common Stock to be Issued. (a) The Corporation GreenSky shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, such number of shares of Class A Common Stock as may shall be deliverable upon any such Exchangethe Exchange of all outstanding shares of Common Units; provided, provided that nothing contained herein shall be construed to preclude Hawk Parent Holdings LLC the Company from satisfying its obligations in respect of the Exchange of the LLC Common Units by delivery of shares of Class A Common Stock which that are held in the treasury of the Corporation or are held by Hawk Parent Holdings LLC GreenSky or any of their its subsidiaries or by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of the Corporation GreenSky or held by any subsidiary thereof), or by delivery of . GreenSky and the Cash Amount. The Corporation and Hawk Parent Holdings LLC Company covenant that all Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable, and that upon delivery of the shares of Class A Common Stock issued upon an Exchange, good and valid title to such shares of Class A Common Stock, free and clear of all liens, encumbrances, equities, and claims other than those created by the Member or holder. (b) The Corporation Company and Hawk Parent Holdings LLC GreenSky shall at all times ensure that the execution and delivery of this Agreement by each of the Corporation Company and Hawk Parent Holdings LLC GreenSky and the consummation by each of the Corporation Company and Hawk Parent Holdings LLC GreenSky of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate or limited liability company or corporate action, as the case may be, on the part of the Corporation Company and Hawk Parent Holdings LLCGreenSky, including, but not limited to, all actions necessary to ensure that the acquisition of shares of Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the CorporationGreenSky’s board of directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby. (c) The Corporation and Hawk Parent Holdings LLC covenant and agree that, to Without in any way reducing the extent that a registration statement obligations of GreenSky under the Securities Act is effective and available for shares of Class A Common Stock to be delivered with respect to any Exchangepreceding sentence, shares that have been registered under the Securities Act shall be delivered in respect of such Exchange. In the event that any Exchange in accordance with this Agreement is to be effected at a time when any required registration under the Securities Act has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the LLC Unitholder Member requesting such Exchange, GreenSky and the Corporation and Hawk Parent Holdings LLC Company shall use commercially reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. The Corporation GreenSky and Hawk Parent Holdings LLC the Company shall use commercially reasonable efforts to list the Class A Common Stock required to be delivered upon exchange an Exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery.