Common use of Initial Issuance of Shares Clause in Contracts

Initial Issuance of Shares. On or prior to the date that the first Shares are sold pursuant to this Agreement, any Terms Agreement, any Alternative Distribution Agreement or any Alternative Terms Agreement: (a) the Company and the Operating Partnership shall have delivered to Mitsubishi: (i) an officers’ certificate signed by two of the Company’s and GP Holdings’ (as defined below) executive officers certifying as to the matters set forth in Exhibit C hereto; (ii) an opinion and negative assurance statement of King & Spalding LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Agents, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit D hereto; (iii) a “comfort” letter of Deloitte & Touche LLP addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request; (iv) to the extent required pursuant to Section 2(i) above, a certificate of the chief financial officer of the Company; (v) evidence reasonably satisfactory to the Agents and their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by (A) the Company’s board of directors, and (B) the board of directors of Post GP Holdings, Inc., the sole general partner of the Operating Partnership (“GP Holdings”), each as certified by an officer of the Company and GP Holdings, respectively, authorizing the execution of this Agreement by the Company and the Operating Partnership, and the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Agents shall reasonably request; and (b) Mitsubishi shall have received an opinion and negative assurance statement of Xxxxx Lovells US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Initial Issuance of Shares. On or prior to the date that the first Shares are sold pursuant to this Agreement, any Terms Agreement, any the Alternative Distribution Agreement or any Alternative Terms Distribution Agreement: (a) the Company and the Operating Partnership shall have delivered to MitsubishiJPMS: (i) an officers’ certificate signed by two of the Company’s and GP Holdings’ (as defined below) executive officers certifying as to the matters set forth in Exhibit C hereto; (ii) an opinion and negative assurance statement of King & Spalding LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Agents, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit D hereto; (iii) a “comfort” letter of Deloitte & Touche LLP addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request; (iv) to the extent required pursuant to Section 2(i) above, a certificate of the chief financial officer of the Company; (v) evidence reasonably satisfactory to the Agents and their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by (A) the Company’s board of directors, and (B) the board of directors of Post GP Holdings, Inc., the sole general partner of the Operating Partnership (“GP Holdings”), each as certified by an officer of the Company and GP Holdings, respectively, authorizing the execution of this Agreement by the Company and the Operating Partnership, and the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Agents shall reasonably request; and (b) Mitsubishi JPMS shall have received an opinion and negative assurance statement of Xxxxx Lovells US & Xxxxxxx LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Initial Issuance of Shares. On or prior to the date that the first Shares are sold pursuant to this Agreement, any Terms Agreement, any Alternative Distribution Agreement or any Alternative Terms Agreement: (a) the Company and the Operating Partnership shall have delivered to MitsubishiXxxxx: (i) an officers’ certificate signed by two of the Company’s and GP Holdings’ (as defined below) executive officers certifying as to the matters set forth in Exhibit C hereto; (ii) an opinion and negative assurance statement of King & Spalding LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Agents, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit D hereto; (iii) a “comfort” letter of Deloitte & Touche LLP addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request; (iv) to the extent required pursuant to Section 2(i) above, a certificate of the chief financial officer of the Company; (v) evidence reasonably satisfactory to the Agents and their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by (A) the Company’s board of directors, and (B) the board of directors of Post GP Holdings, Inc., the sole general partner of the Operating Partnership (“GP Holdings”), each as certified by an officer of the Company and GP Holdings, respectively, authorizing the execution of this Agreement by the Company and the Operating Partnership, and the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Agents shall reasonably request; and (b) Mitsubishi Xxxxx shall have received an opinion and negative assurance statement of Xxxxx Lovells US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Initial Issuance of Shares. On or prior to the date that the first Shares are sold pursuant to this Agreement, any Terms Agreement, any Alternative Distribution Agreement or any Alternative Terms Agreement: (a) the Company and the Operating Partnership shall have delivered to MitsubishiCF&Co.: (i) an officers’ certificate signed by two of the Company’s and GP Holdings’ (as defined below) executive officers certifying as to the matters set forth in Exhibit C hereto; (ii) an opinion and negative assurance statement of King & Spalding LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Agents, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit D hereto; (iii) a “comfort” letter of Deloitte & Touche LLP addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request; (iv) to the extent required pursuant to Section 2(i) above, a certificate of the chief financial officer of the Company; (v) evidence reasonably satisfactory to the Agents and their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by (A) the Company’s board of directors, and (B) the board of directors of Post GP Holdings, Inc., the sole general partner of the Operating Partnership (“GP Holdings”), each as certified by an officer of the Company and GP Holdings, respectively, authorizing the execution of this Agreement by the Company and the Operating Partnership, and the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Agents shall reasonably request; and (b) Mitsubishi CF&Co. shall have received an opinion and negative assurance statement of Xxxxx Lovells US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Initial Issuance of Shares. On or prior to the date that the first Shares are sold pursuant to this Agreement, any Terms Agreement, any the Alternative Distribution Agreement or any Alternative Terms Distribution Agreement: (a) the Company and the Operating Partnership shall have delivered to MitsubishiCF&Co: (i) an officers’ certificate signed by two of the Company’s and GP Holdings’ (as defined below) executive officers certifying as to the matters set forth in Exhibit C hereto; (ii) an opinion and negative assurance statement of King & Spalding LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Agents, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit D hereto; (iii) a “comfort” letter of Deloitte & Touche LLP addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request; (iv) to the extent required pursuant to Section 2(i) above, a certificate of the chief financial officer of the Company; (v) evidence reasonably satisfactory to the Agents and their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by (A) the Company’s board of directors, and (B) the board of directors of Post GP Holdings, Inc., the sole general partner of the Operating Partnership (“GP Holdings”), each as certified by an officer of the Company and GP Holdings, respectively, authorizing the execution of this Agreement by the Company and the Operating Partnership, and the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Agents shall reasonably request; and (b) Mitsubishi CF&Co shall have received an opinion and negative assurance statement of Xxxxx Lovells US & Xxxxxxx LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Initial Issuance of Shares. On or prior to the date that the first Shares are sold pursuant to this Agreement, any Terms Agreement, any Alternative Distribution Agreement or any Alternative Terms Agreement: (a) the Company and the Operating Partnership shall have delivered to MitsubishiJPMS: (i) an officers’ certificate signed by two of the Company’s and GP Holdings’ (as defined below) executive officers certifying as to the matters set forth in Exhibit C hereto; (ii) an opinion and negative assurance statement of King & Spalding LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Agents, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit D hereto; (iii) a “comfort” letter of Deloitte & Touche LLP addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request; (iv) to the extent required pursuant to Section 2(i) above, a certificate of the chief financial officer of the Company; (v) evidence reasonably satisfactory to the Agents and their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by (A) the Company’s board of directors, and (B) the board of directors of Post GP Holdings, Inc., the sole general partner of the Operating Partnership (“GP Holdings”), each as certified by an officer of the Company and GP Holdings, respectively, authorizing the execution of this Agreement by the Company and the Operating Partnership, and the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Agents shall reasonably request; and (b) Mitsubishi JPMS shall have received an opinion and negative assurance statement of Xxxxx Lovells US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.