Common use of Issuance of Equity Interests Clause in Contracts

Issuance of Equity Interests. (a) (i) The issuance by TEGP of the New TEGP Class A Shares to be issued in connection with the Merger pursuant to this Agreement, and the limited partner interests represented thereby, has been duly authorized by or on behalf of TEGP pursuant to the TEGP Partnership Agreement; (ii) such New TEGP Class A Shares, when issued and delivered in accordance with the terms of this Agreement and the TEGP Partnership Agreement, will be validly issued, fully paid (to the extent required by the TEGP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA); and (iii) such New TEGP Class A Shares will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the TEGP Partnership Agreement, the DRULPA and applicable state and federal securities Laws. (b) The TEGP Class A Shares issued and outstanding as of the Execution Date are listed on the NYSE, and TEGP has not received any notice of delisting. (c) On the Closing Date, the New TEGP Class A Shares to be issued in connection with the Merger will have those rights, preferences, privileges and restrictions governing the TEGP Class A Shares as set forth in the TEGP Partnership Agreement. (d) The issuance by TE of the TE Units to be issued to TEGP pursuant to this Agreement, and the limited liability company interests represented thereby: (i) has been duly authorized by or on behalf of TE pursuant to the TE LLC Agreement; (ii) such TE Units, when issued and delivered in accordance with the terms of this Agreement and the TE LLC Agreement, will be validly issued, fully paid (to the extent required under the TE LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the DLLCA); and (iii) such TE Units will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the TE LLC Agreement, the DLLCA and applicable state and federal securities Laws.

Issuance of Equity Interests. On the first Business Day following the receipt by any Loan Party of net cash proceeds from the issuance of equity interests of Borrower, the Loans shall be repaid by an amount equal to one hundred percent (a100%) of such net cash proceeds, together with any accrued interest on the portion of the Loans repaid; provided, however, that, with respect to the issuance of equity interests, no such repayment shall be required (i) The issuance by TEGP after the repayment in full of the New TEGP Class A Shares Term C Loan and the Term D Loan, if Borrower notifies Lender that such net cash proceeds shall be used contemporaneously to be issued in connection with pay all or a portion of the Merger purchase price of an Acquisition permitted pursuant to this AgreementSection 7.2(a), and the limited partner interests represented thereby(g) or (h) hereof, has been duly authorized by or on behalf of TEGP pursuant to the TEGP Partnership Agreement; (ii) such New TEGP Class A Shares, when issued and delivered in accordance with respect to proceeds from the terms exercise of this Agreement and the TEGP Partnership Agreement, will be validly issued, fully paid (to the extent required by the TEGP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA); and (iii) such New TEGP Class A Shares will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the TEGP Partnership Agreement, the DRULPA and applicable state and federal securities Laws. (b) The TEGP Class A Shares issued and warrants outstanding as of the Execution Date are listed on date hereof, preferred stock and warrants issued to Lightyear pursuant to the NYSEterms of the Guarantee Commitment Letter between Lightyear and Borrower dated as of the date hereof (or the exercise thereof), or options currently outstanding or issued pursuant to employee benefit plans or (iii) with respect to equity issued as payment for services or property." (l) The last sentence of Section 2.12 of the Credit Agreement is hereby amended by deleting such sentence in its entirety and TEGP has not received any notice replacing it with the following: "All repayments under this Section 2.12(a) shall be applied first, to the Term B Loan; second, to the Term A Loan; third, to the Revolving Credit Loan, which shall result in a concurrent reduction of delisting. the Revolving Commitment; and fourth, pro rata to the remaining Term Loans outstanding, if any. All repayments under this Section 2.12(b) and (c) On shall be applied first, to the Closing DateTerm B Loan, until the New TEGP Class A Shares same has been paid in full; second, pro rata to be issued the remaining Term Loans, until the same have been paid in connection full; and third, to the Revolving Credit Loan." (m) Section 6.18 of the Credit Agreement is hereby amended by deleting such section in its entirety and replacing it with the Merger will have those rights, preferences, privileges and restrictions governing the TEGP Class A Shares as set forth in the TEGP Partnership Agreement. (d) The issuance by TE of the TE Units to be issued to TEGP pursuant to this Agreement, and the limited liability company interests represented thereby: (i) has been duly authorized by or on behalf of TE pursuant to the TE LLC Agreement; (ii) such TE Units, when issued and delivered in accordance with the terms of this Agreement and the TE LLC Agreement, will be validly issued, fully paid (to the extent required under the TE LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the DLLCA); and (iii) such TE Units will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the TE LLC Agreement, the DLLCA and applicable state and federal securities Laws.following:

Issuance of Equity Interests. (a) No Tenant shall issue or allow to be created any stocks, shares, partnership or membership interests or other ownership interests in any Tenant, other than the stocks, shares, partnership or membership interests and other ownership interests that are outstanding on the date hereof. Notwithstanding the foregoing provisions of this Section 8.1.1 to the contrary, any Tenant may issue membership interests provided all of the following conditions are met: (i) The issuance by TEGP ALC Operating, LLC shall own, in aggregate together, more than 50% of the New TEGP Class A Shares membership interests (both as to be issued in connection with the Merger pursuant to this Agreement, value and the limited partner interests represented thereby, has been duly authorized by or on behalf voting interests) of TEGP pursuant to the TEGP Partnership Agreementeach Tenant; (ii) Tenant shall provide Landlord with at least 15 Business Days notice of such New TEGP Class A Shares, when issued and delivered in accordance with the terms of this Agreement and the TEGP Partnership Agreement, will be validly issued, fully paid (to the extent required by the TEGP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA)issuance; and (iii) no Event of Default is then continuing; (iv) no Person acquiring any membership interests in any Tenant shall be a Person which would make it illegal for the Landlord to continue to own the Leased Property where such New TEGP Class A Shares will a Person was an owner of a Tenant thereof; (v) each Person acquiring a membership interest in a Tenant shall be free of good business reputation; (vi) all such membership interests issued by any Tenant shall be issued in compliance with all applicable laws and all Liens and restrictions on transferregulations, other than restrictions on transfer under the TEGP Partnership Agreementincluding without limitation, the DRULPA and applicable state and federal securities Laws. laws and regulations; (bvii) The TEGP Class A Shares issued ALC Operating, LLC shall at all times maintain control over all day to day management and outstanding as operations of the Execution Date are each Tenant; and (viii) no Person acquiring any membership interest in any Tenant shall be a Person either listed on the NYSEspecially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, and TEGP has not received any notice of delisting. (c) On the Closing Date, the New TEGP Class A Shares to be issued in connection with the Merger will have those rights, preferences, privileges and restrictions governing the TEGP Class A Shares as set forth in the TEGP Partnership Agreement. (d) The issuance by TE U.S. Department of the TE Units Treasury or otherwise subject to be issued to TEGP pursuant to this Agreementany other prohibition or restriction imposed by laws, and regulations or executive orders, including Executive Order No. 13224, administered by the limited liability company interests represented thereby: (i) has been duly authorized by or on behalf Office of TE pursuant to the TE LLC Agreement; (ii) such TE UnitsForeign Asset Control, when issued and delivered in accordance with the terms of this Agreement and the TE LLC Agreement, will be validly issued, fully paid (to the extent required under the TE LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 U.S. Department of the DLLCA); and (iii) such TE Units will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the TE LLC Agreement, the DLLCA and applicable state and federal securities LawsTreasury.

Issuance of Equity Interests. (a) (i) The issuance by TEGP No Pledgor will, subsequent to the date of this Agreement, without the prior written consent of the New TEGP Class A Shares Required Lenders, cause or permit the Subsidiaries that have issued any Equity Interests pledged hereunder to issue or grant any warrants, options of any nature or other instruments convertible into any class of Equity Interests or issue any additional Equity Interests or sell or transfer any treasury Equity Interests, except that any Subsidiary may issue Equity Interests to the Pledgor if such Pledgor assures such Equity Interests are pledged hereunder and become a part of the Collateral to the extent required, and at the time(s) required, by Section 5.12 of the Credit Agreement, and in the case of any Subsidiary that is not a Domestic Subsidiary except for any qualifying Equity Interest required to be issued in connection with to directors, managers or officers of such Subsidiary under applicable law. Such Pledgor will notify the Merger pursuant Administrative Agent within the time periods required to this Agreement, and the limited partner interests represented thereby, has been duly authorized by or on behalf of TEGP pursuant to the TEGP Partnership Agreement; (ii) such New TEGP Class A Shares, when issued and delivered in accordance with the terms of this Agreement and the TEGP Partnership Agreement, will be validly issued, fully paid (to the extent required by the TEGP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA); and (iii) such New TEGP Class A Shares will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the TEGP Partnership Agreement, the DRULPA and applicable state and federal securities Laws. (b) The TEGP Class A Shares issued and outstanding as of the Execution Date are listed on the NYSE, and TEGP has not received any notice of delisting. (c) On the Closing Date, the New TEGP Class A Shares to be issued in connection with the Merger will have those rights, preferences, privileges and restrictions governing the TEGP Class A Shares effect additional pledges as set forth in the TEGP Partnership Agreement. (d) The issuance by TE Section 5.12 of the TE Units Credit Agreement with respect to any such additional Pledged Interests, and of any additional Subsidiary formed or acquired after the date hereof (the Equity Interests of which shall likewise become additional Pledged Interests hereunder, subject to the limitation on the pledging of Equity Interests of Foreign Subsidiaries contained in the definition of “Pledged Interests”), and within the applicable time periods set forth in section 5.12 of the Credit Agreement, cause such Pledged Interests, together with signed transfer powers and proxies, in the form of Exhibit A and Exhibit B, respectively, attached hereto (or in such other form consented to by the Administrative Agent), and such other documents and instruments as the Administrative Agent may require in its reasonable discretion, to be issued to TEGP pursuant to this Agreementdelivered into the Administrative Agent’s possession, and take all other steps deemed necessary by the limited liability company interests represented thereby: (i) has been duly authorized by or on behalf of TE pursuant Administrative Agent in its reasonable discretion to perfect the TE LLC Agreement; (ii) such TE Units, when issued and delivered in accordance with the terms of this Agreement and the TE LLC Agreement, will be validly issued, fully paid (to the extent required under the TE LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18first-607 and 18-804 priority security interest of the DLLCA); and (iii) Administrative Agent in such TE Units will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the TE LLC Agreement, the DLLCA and applicable state and federal securities Lawsadditional Pledged Interests.