Common use of Common Stock to be Issued Clause in Contracts

Common Stock to be Issued. (a) In connection with any Exchange, Public Co shall have the right to provide shares of Class A Common Stock that are registered pursuant to the Securities Act, unregistered shares of Class A Common Stock or any combination thereof, as it may determine in its sole discretion; it being understood that all such unregistered shares of Class A Common Stock shall be entitled to the registration rights set forth in the Registration Rights Agreement; provided such holders thereof have agreed to join the Registration Rights Agreement as parties thereto. (b) Public Co shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuances upon any Exchange, such number of shares of Class A Common Stock as shall from time to time be sufficient to effect the Exchange of all Units that may be outstanding from time to time. Public Co shall take any and all actions necessary or desirable to give effect to the foregoing. If the shares of Class A Common Stock required to be reserved pursuant to the foregoing sentence require listing on any national securities exchange, Public Co shall, at its expense, use its commercially reasonable efforts to cause such shares to be listed or duly approved for listing on the same exchange on which the Class A Common Stock shall otherwise be listed. (c) Prior to the effective date of any Exchange effected pursuant to this Agreement, Public Co shall take all such steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and exempt for purposes of Section 16(b) under the Exchange Act, any acquisitions or dispositions of shares of Class A Common Stock and any Units that result from the transactions contemplated by this Agreement, by each director or officer of Public Co who may reasonably be expected to be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Public Co upon the registration of any class of equity security of Public Co pursuant to Section 12 of the Exchange Act (with the authorizing resolutions specifying the name of each such director or officer whose acquisition or disposition of securities is to be exempted and the number of securities that may be acquired and disposed of by each such Person pursuant to this Agreement; provided that such information is provided by the Member to the Secretary of Public Co in writing at least ten (10) business days in advance of any scheduled meeting of the Board of Directors of Public Co). (d) Public Co shall use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder to enable a holder of shares of Class A Common Stock received upon an Exchange to sell such shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Regulation S under the Securities Act. Upon the written request of a Member, Public Co shall deliver to such holder a written statement that it has complied with such requirements. (e) Any Class A Common Stock to be issued by Public Co in accordance with this Agreement shall be validly issued, fully paid and non-assessable.

Common Stock to be Issued. (a) In connection with any Exchange, Public Co shall have the Corporation reserves the right to provide shares of Class A Common Stock that are registered pursuant to the Securities Act, unregistered shares of Class A Common Stock or any combination thereof, as it may determine in its sole discretion; it being understood that all such unregistered shares of Class A Common Stock shall be entitled to the registration rights set forth in the Registration Rights Agreement; provided such holders thereof have agreed to join the Registration Rights Agreement as parties thereto. (b) Public Co 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 issuances upon any Exchange, such number of shares of Class A Common Stock as shall from time to time be sufficient to effect the Exchange of all Class B Units and Class C Non-Voting Units of Holding that may be outstanding from time to time. Public Co The Corporation shall at all times reserve and keep available out of its authorized but unissued Class B Common Stock, such number of shares of Class B Common Stock as shall from time to time be sufficient for purposes of satisfying the Exchange Agreement. The Corporation shall take any and all actions necessary or desirable to give effect to the foregoing. If the shares of Class A Common Stock required to be reserved pursuant to the foregoing sentence require listing on any national securities exchange, Public Co shall, at its expense, use its commercially reasonable efforts to cause such shares to be listed or duly approved for listing on the same exchange on which the Class A Common Stock shall otherwise be listed. (c) Prior to the effective date of any Exchange effected pursuant to this Agreement, Public Co the Corporation shall take all such steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and exempt for purposes of Section 16(b) under the Exchange Act, any acquisitions or dispositions of shares of Class A Common Stock and the Class B Common Stock and any LLC Units that result from the transactions contemplated by this Agreement, by each director or officer of Public Co the Corporation who may reasonably be expected to be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Public Co the Corporation upon the registration of any class of equity security of Public Co the Corporation pursuant to Section 12 of the Exchange Act (with the authorizing resolutions specifying the name of each such director or officer whose acquisition or disposition of securities is to be exempted and the number of securities that may be acquired and disposed of by each such Person pursuant to this Agreement; provided that such information is provided by the Member Holding Unitholder to the Secretary of Public Co the Corporation in writing at least ten (10) business days in advance of any scheduled meeting of the Board of Directors of Public Cothe Corporation). (d) Public Co shall The Corporation covenants that it will use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by the Securities and Exchange Commission SEC thereunder to enable a holder of shares of Class A Common Stock received upon an Exchange to sell such shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Regulation S under the Securities Act. Upon the written request of a MemberHolding Unitholder, Public Co the Corporation shall deliver to such holder a written statement that it has complied with such requirements. (e) Any Class A Common Stock or Class B Common Stock to be issued by Public Co the Corporation in accordance with this Agreement shall be validly issued, fully paid and non-assessable.

Common Stock to be Issued. (a) In connection with any Exchange, Public Co shall have the Company reserves the right to provide shares of Class A Common Stock that are registered pursuant to the Securities Act, unregistered shares of Class A Common Stock or any combination thereof, as it may determine in its sole discretion; , it being understood that all such unregistered shares of Class A Common Stock shall be entitled to the registration rights set forth in the Registration Rights Agreement; provided provided, such holders thereof shall have agreed to join the Registration Rights Agreement as parties thereto. (b) Public Co The Company shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuances upon any Exchange, such number of shares of Class A Common Stock as shall from time to time be sufficient to effect the Exchange of all Class B Units of Holdings that may be outstanding from time to time. Public Co The Company shall at all times reserve and keep available out of its authorized but unissued Class B Common Stock, such number of shares of Class B Common Stock as shall from time to time be sufficient for purposes of satisfying the Exchange Agreement. The Company shall take any and all actions necessary or desirable to give effect to the foregoing. If the shares of Class A Common Stock required to be reserved pursuant to the foregoing sentence require listing on any national securities exchange, Public Co shall, at its expense, use its commercially reasonable efforts to cause such shares to be listed or duly approved for listing on the same exchange on which the Class A Common Stock shall otherwise be listed. (c) Prior to the effective date Date of any Exchange effected pursuant to this Agreement, Public Co the Company shall take all such steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and to be exempt for purposes of Section 16(b) under the Exchange Act, any acquisitions from, or dispositions to, the Company of shares equity securities of Class A Common Stock the Company (including derivative securities with respect thereto) and any Units securities that may be deemed to be equity securities or derivative securities of the Company for such purposes that result from the transactions contemplated by this Agreement, by each officer or director of the Company, including any director by deputization. The authorizing resolutions shall be approved by either the Company’s board of directors or officer a committee composed solely of Public Co who may reasonably be expected to be subject to the reporting requirements of Section 16(atwo or more Non-Employee Directors (as defined in Rule 16b-3) of the Exchange Act with respect to Public Co upon the registration of any class of equity security of Public Co pursuant to Section 12 of the Exchange Act Company (with the authorizing resolutions specifying the name of each such director or officer whose acquisition or disposition of securities is to be exempted and the number of securities that may be acquired and disposed of by each such Person pursuant to this Agreement; provided that such information is provided by the Member to the Secretary of Public Co in writing at least ten (10) business days in advance of any scheduled meeting of the Board of Directors of Public Co). (d) Public Co shall use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder to enable a holder of shares of Class A Common Stock received upon an Exchange to sell such shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Regulation S under the Securities Act. Upon the written request of a Member, Public Co shall deliver to such holder a written statement that it has complied with such requirements. (e) Any Class A Common Stock or Class B Common Stock to be issued by Public Co the Company in accordance with this Agreement shall be validly issued, fully paid and non-assessable.

Common Stock to be Issued. (a) In connection with any Exchange, Public Co shall have the right The Corporation covenants and agrees to provide deliver shares of Class A Common Stock that are have been registered under the Securities Act with respect to any Exchange to the extent that a registration statement is effective and available for such shares. In the event that any Exchange in accordance with this Agreement is to be effected at a time when any registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Unitholder requesting such Exchange, the Corporation shall use its reasonable best efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. The Corporation shall use its reasonable best efforts to list the Securities Act, unregistered 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 Common Stock may be listed or traded at the time of such delivery. Nothing contained herein shall be construed to preclude the Corporation or Partnership from satisfying their obligations in respect of the Exchange by delivery of shares of Class A Common Stock which are held in the treasury of the Corporation or the Partnership or any combination thereof, as it may determine in its sole discretion; it being understood that all such unregistered shares of Class A Common Stock shall be entitled to the registration rights set forth in the Registration Rights Agreement; provided such holders thereof have agreed to join the Registration Rights Agreement as parties theretotheir Subsidiaries. (b) Public Co The Corporation shall at all times reserve and keep available such number of shares of Common Stock, out of its authorized but unissued Class A Common Stock, and solely for the purpose of issuances issuance upon an Exchange, as shall be deliverable upon any such Exchange, ; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such number Exchange by delivery of purchased shares of Class A Common Stock as shall from time to time (which may or may not be sufficient to effect held in the Exchange treasury of all Units that may be outstanding from time to time. Public Co shall take the Corporation, the Partnership or any and all actions necessary or desirable to give effect to the foregoing. If the shares of Class A Common Stock required to be reserved pursuant to the foregoing sentence require listing on any national securities exchange, Public Co shall, at its expense, use its commercially reasonable efforts to cause such shares to be listed or duly approved for listing on the same exchange on which the Class A Common Stock shall otherwise be listedSubsidiary thereof). (c) Prior to the effective date of any Exchange effected pursuant to this Agreement, Public Co shall take the Corporation has taken all such steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and be exempt for purposes of Section 16(b) under the Exchange Act, any acquisitions or dispositions of shares equity securities of Class A Common Stock the Corporation (including derivative securities with respect thereto) and any Units securities which may be deemed to be equity securities or derivative securities of the Corporation for such purposes that result from the transactions contemplated by this Agreement, by each director or officer of Public Co the Corporation who may reasonably be expected to be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Public Co the Corporation upon the registration of any class of equity security of Public Co the Corporation pursuant to Section 12 of the Exchange Act (with the authorizing resolutions specifying the name of each such officer or director or officer whose acquisition or disposition of securities is to be exempted and the number of securities that may be acquired and disposed of by each such Person pursuant to this Agreement; provided that such information is provided by the Member to the Secretary of Public Co in writing at least ten (10) business days in advance of any scheduled meeting of the Board of Directors of Public Co). (d) Public Co If any Takeover Law or other similar law or regulation becomes or is deemed to become applicable to the this Agreement or any of the transactions contemplated hereby, the Corporation shall use its reasonable best efforts to timely file render such law or regulation inapplicable to all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder to enable a holder of shares of Class A Common Stock received upon an Exchange to sell such shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Regulation S under the Securities Act. Upon the written request of a Member, Public Co shall deliver to such holder a written statement that it has complied with such requirementsforegoing. (e) Any Class A The Corporation covenants that all Common Stock to be issued by Public Co in accordance with this Agreement shall upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessableassessable and not subject to any preemptive right of stockholders of the Corporation or to any right of first refusal or other right in favor of any Person.

Common Stock to be Issued. (a) In connection with any Exchange, Public Co shall have the Company reserves the right to provide shares of Class A Common Stock that are registered pursuant to the Securities Act, unregistered shares of Class A Common Stock or any combination thereof, as it may determine in its sole discretion; , it being understood that all such unregistered shares of Class A Common Stock shall be entitled to the registration rights set forth in the Registration Rights Agreement; provided provided, such holders thereof shall have agreed to join the Registration Rights Agreement as parties thereto. (b) Public Co The Company shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuances upon any Exchange, such number of shares of Class A Common Stock as shall from time to time be sufficient to effect the Exchange of all Class B Units of JH Capital that may be outstanding from time to time. Public Co The Company shall take any and all actions necessary or desirable to give effect to the foregoing. If the shares of Class A Common Stock required to be reserved pursuant to the foregoing sentence require listing on any national securities exchange, Public Co shall, at its expense, use its commercially reasonable efforts to cause such shares to be listed or duly approved for listing on the same exchange on which the Class A Common Stock shall otherwise be listed. (c) Prior to the effective date Date of any Exchange effected pursuant to this Agreement, Public Co the Company shall take all such steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and to be exempt for purposes of Section 16(b) under the Exchange Act, any acquisitions from, or dispositions to, the Company of shares equity securities of Class A Common Stock the Company (including derivative securities with respect thereto) and any Units securities that may be deemed to be equity securities or derivative securities of the Company for such purposes that result from the transactions contemplated by this Agreement, by each officer or director of the Company, including any director by deputization. The authorizing resolutions shall be approved by either the Board of Directors or officer a committee composed solely of Public Co who may reasonably be expected to be subject to the reporting requirements of Section 16(atwo or more Non-Employee Directors (as defined in Rule 16b-3) of the Exchange Act with respect to Public Co upon the registration of any class of equity security of Public Co pursuant to Section 12 of the Exchange Act Company (with the authorizing resolutions specifying the name of each such director or officer whose acquisition or disposition of securities is to be exempted and the number of securities that may be acquired and disposed of by each such Person pursuant to this Agreement; provided that such information is provided by the Member to the Secretary of Public Co in writing at least ten (10) business days in advance of any scheduled meeting of the Board of Directors of Public Co). (d) Public Co shall use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder to enable a holder of shares of Class A Common Stock received upon an Exchange to sell such shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Regulation S under the Securities Act. Upon the written request of a Member, Public Co shall deliver to such holder a written statement that it has complied with such requirements. (e) Any Class A Common Stock to be issued by Public Co the Company in accordance with this Agreement shall be validly issued, fully paid and non-assessable.

Common Stock to be Issued. Upon the exercise of any Warrants and upon receipt by the Company of a facsimile or original of Warrantholder's signed Election to Exercise Warrant (a) In connection with any ExchangeSee Exhibit A), Public Co Company shall have the right instruct its transfer agent to provide shares of Class A Common Stock that are registered pursuant issue stock certificates, subject to the Securities Act, unregistered shares of Class A Common Stock or any combination thereof, as it may determine in its sole discretion; it being understood that all such unregistered shares of Class A Common Stock shall be entitled to the registration rights restrictive legend set forth below, in the Registration Rights Agreement; provided name of Warrantholder (or its nominee) and in such holders thereof have agreed denominations to join be specified by Warrantholder representing the Registration Rights Agreement as parties thereto. (b) Public Co shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuances upon any Exchange, such number of shares of Class A Common Stock issuable upon such exercise, as shall from time to time applicable. Company warrants that no instructions, other than these instructions, have been given or will be sufficient to effect the Exchange of all Units that may be outstanding from time to time. Public Co shall take any and all actions necessary or desirable to give effect given to the foregoing. If transfer agent and that the shares of Class A Common Stock required to be reserved pursuant to the foregoing sentence require listing on any national securities exchange, Public Co shall, at its expense, use its commercially reasonable efforts to cause such shares to be listed or duly approved for listing on the same exchange on which the Class A Common Stock shall otherwise be listed. (c) Prior freely transferable on the books and records of the Company. It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the certificate of Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the effective date transfer agent, if so required. The person in whose name the certificate of any Exchange effected pursuant to this Agreement, Public Co shall take all such steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and exempt for purposes of Section 16(b) under the Exchange Act, any acquisitions or dispositions of shares of Class A Common Stock and any Units that result from the transactions contemplated by this Agreement, by each director or officer of Public Co who may reasonably be expected to be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Public Co upon the registration of any class of equity security of Public Co pursuant to Section 12 of the Exchange Act (with the authorizing resolutions specifying the name of each such director or officer whose acquisition or disposition of securities is to be exempted registered shall be treated as a shareholder of record on and after the number exercise date. Upon surrender of securities any Warrant that may is to be acquired and disposed of by each such Person pursuant to this Agreement; provided that such information is provided by converted in part, the Member Company shall issue to the Secretary of Public Co in writing at least ten (10) business days in advance of any scheduled meeting of Warrantholder a new Warrant equal to the Board of Directors of Public Co)unconverted amount, if so requested by Purchaser: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (d) Public Co shall use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder to enable a holder of shares of Class A Common Stock received upon an Exchange to sell such shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Regulation S under the Securities Act. Upon the written request of a Member, Public Co shall deliver to such holder a written statement that it has complied with such requirements. (e) Any Class A Common Stock to be issued by Public Co in accordance with this Agreement shall be validly issued, fully paid and non-assessable.

Common Stock to be Issued. (a) In connection with any Exchange, Public Co shall have the right to provide shares of Class A Common Stock that are registered pursuant to the Securities Act, unregistered shares of Class A Common Stock or any combination thereof, as it may determine in its sole discretion; it being understood that all such unregistered shares of Class A Common Stock shall be entitled to the registration rights set forth in the Registration Rights Agreement; provided such holders thereof have agreed to join the Registration Rights Agreement as parties thereto. (b) Public Co 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 issuances issuance upon any an Exchange, such number of shares of Class A Common Stock as shall be deliverable upon any such Exchange; provided, that nothing contained herein shall be construed to preclude the Company from time to time be sufficient to effect satisfying its obligations in respect of the Exchange of all Units that may be outstanding from time to time. Public Co shall take any and all actions necessary or desirable to give effect to the foregoing. If the shares of Class A Common Stock required to be reserved pursuant to the foregoing sentence require listing on any national securities exchange, Public Co shall, at its expense, use its commercially reasonable efforts to cause such shares to be listed or duly approved for listing on the same exchange on which the Class A Common Stock shall otherwise be listed. (c) Prior to the effective date of any Exchange effected pursuant to this Agreement, Public Co shall take all such steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and exempt for purposes of Section 16(b) under the Exchange Act, any acquisitions or dispositions B Units by delivery of shares of Class A Common Stock and any Units that result from which are held in the transactions contemplated by this Agreement, by each director or officer of Public Co who may reasonably be expected to be subject to the reporting requirements of Section 16(a) treasury of the Exchange Act with respect to Public Co upon Corporation or are held by the registration Company or any of any class their subsidiaries or by delivery of equity security purchased shares of Public Co pursuant to Section 12 Common Stock (which may or may not be held in the treasury of the Exchange Act (with the authorizing resolutions specifying the name of each such director Corporation or officer whose acquisition or disposition of securities is to be exempted held by any subsidiary thereof). The Corporation and the number of securities Company covenant that may be acquired and disposed of by each such Person pursuant to this Agreement; provided that such information is provided by the Member to the Secretary of Public Co in writing at least ten (10) business days in advance of any scheduled meeting of the Board of Directors of Public Co). (d) Public Co shall use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder to enable a holder of shares of Class A Common Stock received issued upon an Exchange to sell such shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Regulation S under the Securities Act. Upon the written request of a Memberwill, Public Co shall deliver to such holder a written statement that it has complied with such requirements. (e) Any Class A Common Stock to be issued by Public Co in accordance with this Agreement shall upon issuance, be validly issued, fully paid and non-assessable. (b) The Corporation and the Company shall at all times ensure that the execution and delivery of this Agreement by each of the Corporation and the Company and the consummation by each of the Corporation and the Company of the transactions contemplated hereby (including without limitation, the issuance of the 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 the Company, including, but not limited to, all actions necessary to ensure that the acquisition of shares of 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 agrees that shares of Common Stock to be issued and delivered in connection with an Exchange shall have been registered under the Securities Act. 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, the Corporation and the Company shall promptly take all actions necessary to register the Common Stock to be delivered in connection with the Exchange under the Securities Act. The Corporation and the Company shall list the 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 Common Stock may be listed or traded at the time of such delivery.

Common Stock to be Issued. (a) In connection with any ExchangeSubject to the terms of the Registration Rights Agreement, Public Co shall have the right Corporation and the Company covenant and agree to provide deliver shares of Class A Common Stock that are have been registered under the Securities Act with respect to any Exchange to the extent that a registration statement is effective and available for such shares. In the event that any Exchange in accordance with this Agreement is to be effected at a time when any such registration has not become effective or otherwise is unavailable, the Corporation shall use its commercially reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. When and if the Common Stock is registered under the Securities Act, unregistered shares of Class A the Corporation shall use its commercially reasonable efforts to list the Common Stock required to be delivered upon Exchange prior to such delivery on each national securities exchange or inter-dealer quotation system on which the outstanding Common Stock may be listed or traded at the time of such delivery. Nothing contained herein shall be construed to preclude the Corporation or the Company from satisfying their obligations in respect of the exchange of the Class B Units by delivery of Common Stock which are unregistered under the Securities Act or held in the treasury of the Corporation or the Company or any combination thereof, as it may determine in its sole discretion; it being understood that all such unregistered shares of Class A Common Stock their subsidiaries. Nothing herein shall be entitled construed as a requirement for the Corporation or the Company to settle the registration rights set forth exchange for cash. The Corporation shall not be required to comply with this Section 2.3(a) in the Registration Rights Agreement; provided such holders thereof have agreed to join the Registration Rights Agreement as parties theretoan Exchange in connection with a Change of Control. (b) Public Co The Corporation reserves the right to cause certificates evidencing such Common Stock to be imprinted with legends as to restrictions on transfer that it may deem necessary or appropriate, including legends as to applicable U.S. federal or state securities laws or other legal or contractual restrictions, and may require any Holder to which Common Stock are to be issued to agree in writing (i) that such shares of Common Stock will not be transferred except in compliance with such restrictions and (ii) to such other matters as the Corporation may deem reasonably necessary or appropriate in light of applicable law and existing agreements. (c) 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 issuances issuance upon any an Exchange, such number of shares of Class A Common Stock as shall be deliverable upon any such Exchange; provided that nothing contained herein shall be construed to preclude the Corporation from time to time be sufficient to effect the satisfying its obligations in respect of any such Exchange by delivery of all Units that may be outstanding from time to time. Public Co shall take any and all actions necessary or desirable to give effect to the foregoing. If the purchased shares of Class A Common Stock required to (which may or may not be reserved pursuant to held in the foregoing sentence require listing on treasury of the Corporation or any national securities exchange, Public Co shall, at its expense, use its commercially reasonable efforts to cause such shares to be listed or duly approved for listing on the same exchange on which the Class A Common Stock shall otherwise be listedsubsidiary thereof). (cd) Prior to the effective date of any Exchange effected pursuant to this Agreement, Public Co shall take the Corporation has taken all such steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and be exempt for purposes of Section 16(b) under the Exchange Act, any acquisitions or dispositions of shares equity securities of Class A Common Stock the Corporation (including derivative securities with respect thereto) and any Units securities which may be deemed to be equity securities or derivative securities of the Corporation for such purposes that result from the transactions contemplated by this Agreement, by each director or officer of Public Co the Corporation who may reasonably be expected to be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Public Co the Corporation upon the registration of any class of equity security of Public Co the Corporation pursuant to Section 12 of the Exchange Act (with the authorizing resolutions specifying the name of each such officer or director or officer whose acquisition or disposition of securities is to be exempted and the number of securities that may be acquired and disposed of by each such Person pursuant to this Agreement; provided that such information is provided by the Member to the Secretary of Public Co in writing at least ten (10) business days in advance of any scheduled meeting of the Board of Directors of Public Co). (d) Public Co shall use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder to enable a holder of shares of Class A Common Stock received upon an Exchange to sell such shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Regulation S under the Securities Act. Upon the written request of a Member, Public Co shall deliver to such holder a written statement that it has complied with such requirements. (e) Any Class A The Corporation covenants that all Common Stock to be issued by Public Co in accordance with this Agreement shall upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessableassessable and not subject to any preemptive right of stockholders of the Corporation or to any right of first refusal or other right in favor of any Person.