Issuance of Company Securities. The Company Common Stock Shares, when issued in accordance with this Agreement, shall be duly authorized, validly issued, fully-paid and nonassessable. Except as set forth in the Reports, there is no equity line of credit or convertible security or instrument outstanding of the Company.
Issuance of Company Securities. The Company Common Stock Shares, and when issued in accordance with this Agreement, the Purchase Agreement, the OS Debentures and the Escrow Agreement, the Company Underlying Shares and the Company Escrow Shares, shall be duly authorized, validly issued, fully-paid and nonassessable. The Company currently has, and at all times while the OS Debentures are outstanding will maintain, an adequate reserve of shares of the Company Common Stock to enable it to perform its obligations under this Agreement and OS Debentures. Except as set forth in the Reports, there is no equity line of credit or convertible security or instrument outstanding of the Company.
Issuance of Company Securities. (a) At such times as the Company requires additional funding, the Company will be responsive to the then existing conditions in the capital markets in determining how to raise such funding. As a general rule, the Company will first seek such capital in the form of loans from, or debt offerings in the capital markets to, third parties (it being understood that WWC and the Company recognize the rights of the Investor as a result of the events described in clause (a) of the definition of "Disposition Event"). The Company's second source of funding shall be debt in the form of loans from its shareholders, participation in which shall be offered to the Shareholders pro rata based on their respective Percentage Ownerships in the same manner as under the preemptive rights for equity offerings provided below in this Section 9. If additional funding is still required, the Company's third source of funding shall be equity offerings to the Shareholders pursuant to the preemptive rights provided below in this Section 9. In no event will the Investor or WWC be obligated to provide any further funding without their express prior written consent. It is understood that, notwithstanding the foregoing priorities, the Board will determine the appropriate timing of any public offerings of the Company's equity securities, subject to Section 12(j) hereof.
Issuance of Company Securities. The Company Common Stock Shares, and when issued in accordance with this Agreement, the Purchase Agreement, the PRCO Debentures and the Escrow Agreement, the Company Underlying Shares and the Company Escrow Shares, shall be duly authorized, validly issued, fully-paid and nonassessable. The Company currently has, and at all times while the PRCO Debentures are outstanding will maintain, an adequate reserve of shares of the Company Common Stock to enable it to perform its obligations under this Agreement and PRCO Debentures. Except as set forth in the Reports, there is no equity line of credit or convertible security or instrument outstanding of the Company.
Issuance of Company Securities. The Company has the full corporate power and capacity to issue the Company Securities. The Securities have been, or shall by the Time of Closing be, issued in compliance with all applicable Laws and not in violation of or subject to any Existing Participation Right or pre-emptive or similar right that entitles any Person to acquire from the Company any Common Shares or other security of the Company, or any security convertible into, or exercisable for, Common Shares or other security of the Company, except as set forth in the Company Disclosure Letter. The Company shall ensure that the Unit Shares upon issuance shall be duly and validly issued as fully paid and non-assessable Common Shares and shall have the attributes corresponding to the description thereof set forth in this Agreement. The Company shall ensure that the Unit Warrants upon issuance shall be duly and validly created, authorized and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement. The Company shall ensure, at all times while any Unit Warrants remain outstanding, that sufficient Unit Warrant Shares are authorized and allotted for issuance upon due and proper exercise of the Unit Warrants. The Unit Warrant Shares, upon issuance in accordance with the terms of the Unit Warrant certificates, shall be duly and validly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Unit Warrant certificates.
Issuance of Company Securities. The Company Common Stock Shares, and --------------------------------- when issued in accordance with this Agreement, the Purchase Agreement, the CGMI Debentures, and the Company Underlying Shares shall be duly authorized, validly issued, fully-paid and nonassessable. The Company currently has, and at all times while the CGMI Debentures are outstanding will maintain, an adequate reserve of shares of the Company Common Stock to enable it to perform its obligations under this Agreement and the CGMI Debentures. Except as set forth in the Reports, there is no equity line of credit or convertible security or instrument outstanding of the Company.
Issuance of Company Securities. The Company Common Stock Shares, and when issued in accordance with this Agreement, the Purchase Agreement, the UPCI Debentures and the Escrow Agreement, the Company Underlying Shares and the Company Escrow Shares, shall be duly authorized, validly issued, fully-paid and nonassessable. The Company currently has, and at all times while the UPCI Debentures are outstanding will maintain, an adequate reserve of shares of the Company Common Stock to enable it to perform its obligations under this Agreement and UPCI Debentures. Except as set forth in the Reports, there is no equity line of credit or convertible security or instrument outstanding of the Company.
Issuance of Company Securities. (a) On the date hereof, in consideration of the covenants and agreements set forth herein, the Company is issuing to Comcast Shareholder and ManagementCo Shareholder the number and class of Company Securities set forth opposite the names of such Persons on Schedule I.
(b) Upon the making by any Shareholder of any Capital Contributions pursuant to this Agreement, the Company shall issue to such Shareholder a number of Class I Shares (which shall be Class I-A Shares if such Shareholder holds Class I-A Shares or Class I-B Shares if such Shareholder does not hold Class I-A Shares) equal to (i) the amount of the Capital Contribution made by such Shareholder divided by (ii) 1,000; provided that the first 100 Class I-A Shares and the first 100 Class I-B Shares that would otherwise be issued by the Company to Comcast Shareholder and ManagementCo Shareholder, respectively, pursuant to this Section 2.04(b) shall be offset against the Class I-A Shares and Class I-B Shares issued to Comcast Shareholder and ManagementCo Shareholder, respectively, on the date hereof.
(c) Each issuance of Shares pursuant to the provisions of this Agreement shall be recorded in the Company’s register of members. All issued Company Securities shall be uncertificated, unless a certificate is required by Applicable Law.
Issuance of Company Securities. The Company Common Stock Shares, the Company Debenture, the Company Underlying Shares, and the Company Escrow Shares, when issued in accordance with this Agreement, shall be duly authorized, validly issued, fully-paid and nonassessable. The Company has and at all times while the Company Debenture is outstanding will continue to maintain an adequate reserve of shares of the Company Common Stock to enable it to perform its obligations under this Agreement and the Company. Except as set forth in Schedule 4.1(g) hereto, there is no equity line of credit or convertible security or instrument outstanding of the Company; PROVIDED, HOWEVER, that nothing contained in this Section 4.1(g) shall be deemed to permit any equity line of credit or convertible security or instrument of the Company, other than that is or may be issued to HEM Mutual Assurance LLC or any of its Affiliates or assigns.
Issuance of Company Securities. The Company Common Stock, and when issued in accordance with this Agreement, the Purchase Agreement and the PRCO Debentures, the Company Underlying Shares, shall be duly authorized, validly issued, fully-paid and nonassessable. The Company currently has, and at all times while the PRCO Debentures are outstanding will maintain, an adequate reserve of shares of the Company Common Stock to enable it to perform its obligations under this Agreement and the PRCO Debentures. Except as set forth in the Reports, there is no equity line of credit or convertible security or instrument outstanding of the Company.
