Common use of Reservation of Pubco Shares Clause in Contracts

Reservation of Pubco Shares. Pubco hereby represents, warrants and covenants in favour of the LLC and USCo that Pubco will, at all times while any Common Units (or other rights pursuant to which Common Units may be acquired upon the exercise, conversion or exchange thereof) other than Common Units held by USCo, USCo2 or their respective affiliates are outstanding, authorize for issuance such number of Pubco Shares (or other shares or securities into which Pubco Shares may be reclassified or changed) without duplication: (a) as is equal to the sum of (i) the number of Common Units issued and outstanding from time to time and (ii) the number of Common Units issuable upon the exercise, conversion or exchange of all rights to acquire Common Units outstanding from time to time, in each case, excluding such Common Units and rights held by USCo, USCo2 and any of their respective affiliates; and (b) as are now and may hereafter be required to enable and permit Pubco and its affiliates to meet their respective obligations herein, to enable and permit USCo to meet its obligations under each of the A&R LLC Agreement and the Tax Receivable Agreement with respect to the delivery of Pubco Shares and cash payments contemplated under the Tax Receivable Agreement and to enable and permit the LLC to meet its obligations under the A&R LLC Agreement. Nothing contained herein shall be construed to preclude Pubco from satisfying its obligations in respect of any redemption or exchange contemplated in Section 2.1 herein by delivery of purchased Pubco Shares (which may or may not be held in the treasury of Pubco) or the delivery of cash pursuant to a redemption or exchange of Common Units. Pubco covenants that all Pubco Shares issued upon such a redemption or exchange will, upon issuance, be validly issued, fully paid and non-assessable.

Reservation of Pubco Shares. Pubco hereby represents, warrants and covenants in favour of the LLC and USCo Indus US that Pubco will, at all times while any Common Units Redeemable Corporation Shares (or other rights pursuant to which Common Units Redeemable Corporation Shares may be acquired upon the exercise, conversion or exchange thereof) other than Common Units Redeemable Corporation Shares held by USCo, USCo2 Indus US or their respective its affiliates are outstanding, authorize for issuance such number of Pubco Shares (or other shares or securities into which Pubco Shares may be reclassified or changed) without duplication: (a) as is equal to the sum of (i) the number of Common Units Redeemable Corporation Shares issued and outstanding from time to time time; and (ii) the number of Common Units Redeemable Corporation Shares issuable upon the exercise, conversion or exchange of all rights to acquire Common Units Redeemable Corporation Shares outstanding from time to time, in each case, excluding such Common Units and rights held by USCo, USCo2 and any of their respective affiliates; and (b) as are now and may hereafter be required to enable and permit Pubco and its affiliates Indus US to meet their respective obligations herein, to enable and permit USCo to meet its obligations under each of the A&R LLC Agreement and the Tax Receivable Agreement with respect to the delivery of Pubco Shares and cash payments contemplated under the Tax Receivable Agreement and to enable and permit the LLC to meet its obligations under the Eighth A&R LLC AgreementCharter. Nothing contained herein shall be construed to preclude Pubco from satisfying its obligations in respect of (i) any redemption or exchange contemplated in Section 2.1 herein by delivery of purchased Pubco Shares (which may or may not be held in the treasury of Pubco) or the delivery of cash pursuant to a redemption or exchange of Common UnitsRedeemable Corporation Shares or (ii) any exchange contemplated in Section 2.1 herein by delivery of purchased Pubco Shares (which may or may not be held in the treasury of Pubco). Pubco covenants that all Pubco Shares issued upon such a redemption or exchange will, upon issuance, be validly issued, fully paid and non-assessable.

Reservation of Pubco Shares. Pubco hereby represents, warrants and covenants in favour of the LLC and USCo USCo2 that Pubco will, at all times while any Common Units Redeemable Corporation Shares (or other rights pursuant to which Common Units Redeemable Corporation Shares may be acquired upon the exercise, conversion or exchange thereof) other than Common Units Redeemable Corporation Shares held by USCo, USCo2 Pubco or their respective its affiliates are outstanding, authorize for issuance such number of Pubco Shares (or other shares or securities into which Pubco Shares may be reclassified or changed) without duplication: (a) as is equal to the sum of (i) the number of Common Units Redeemable Corporation Shares issued and outstanding from time to time and (ii) the number of Common Units Redeemable Corporation Shares issuable upon the exercise, conversion or exchange of all rights to acquire Common Units Redeemable Corporation Shares outstanding from time to time, in each case, excluding such Common Units Redeemable Corporation Shares and rights held by USCo, USCo2 Pubco and any of their its respective affiliates; and (b) as are now and may hereafter be required to enable and permit Pubco Pubco, USCo2 and its their affiliates to meet their respective obligations herein, to enable and permit USCo to meet its obligations under each of the A&R LLC Agreement and the Tax Receivable Agreement with respect to the delivery of Pubco Shares and cash payments contemplated under the Tax Receivable Agreement and to enable and permit the LLC to meet its obligations under the A&R LLC Agreement. Nothing contained herein shall be construed to preclude Pubco from satisfying its obligations in respect of any redemption or exchange contemplated in Section 2.1 herein by delivery of purchased Pubco Shares (which may or may not be held in the treasury of Pubco) or the delivery of cash pursuant to a redemption or exchange of Common UnitsRedeemable Corporation Shares. Pubco covenants that all Pubco Shares issued upon such a redemption or exchange will, upon issuance, be validly issued, fully paid and non-assessable.

Reservation of Pubco Shares. Pubco hereby represents, warrants and covenants in favour of the LLC and USCo PC Corp that Pubco will, at all times while any Common Units (or other rights pursuant to which Common Units may be acquired upon the exercise, conversion or exchange thereof) other than Common Units held by USCoPC Corp or its affiliates are outstanding, USCo2 and at all times while any Redeemable Corporation Shares (or their respective other rights pursuant to which Redeemable Corporation Shares may be acquired upon the exercise, conversion or exchange thereof) other than Redeemable Corporation Shares held by Pubco or its affiliates are outstanding, authorize for issuance such number of Pubco Shares (or other shares or securities into which Pubco Shares may be reclassified or changed) without duplication: (a) as is equal to the sum of (i) the number of Common Units issued and outstanding from time to time and time; (ii) the number of Common Units issuable upon the exercise, conversion or exchange of all rights to acquire Common Units outstanding from time to time; (iii) the number of Redeemable Corporation Shares issued and outstanding from time to time; and (iv) the number of Redeemable Corporation Shares issuable upon the exercise, conversion or exchange of all rights to acquire Redeemable Corporation Shares outstanding from time to time, in each case, excluding such Common Units Units, Redeemable Corporation Shares and rights held by USCo, USCo2 and Pubco or any of their respective its affiliates; and (b) as are now and may hereafter be required to enable and permit Pubco and its affiliates to meet their respective obligations hereinunder the A&R LLC Agreement and the Tax Receivable Agreement, to enable and permit USCo PC Corp to meet its obligations under each of the A&R LLC Agreement and the Tax Receivable Agreement with respect to the delivery of Pubco Shares and cash payments contemplated under the Tax Receivable Agreement and to enable and permit the LLC to meet its obligations under the A&R LLC Agreement. Nothing contained herein shall be construed to preclude Pubco from satisfying its obligations in respect of any redemption or exchange contemplated in Section Sections 2.1 and 2.2 herein by delivery of purchased Pubco Shares (which may or may not be held in the treasury of Pubco) or the delivery of cash pursuant to a redemption or exchange of Common UnitsUnits or Redeemable Corporation Shares. Pubco covenants that all Pubco Subordinated Voting Shares issued upon such a redemption or exchange will, upon issuance, be validly issued, fully paid and non-assessable.

Reservation of Pubco Shares. Pubco hereby represents, warrants and covenants in favour of the LLC Xxxxx and USCo Holdco that Pubco will, at all times while any Common Units Shares (or other rights pursuant to which Common Units Shares may be acquired upon the exercise, conversion or exchange thereof) other than Common Units Shares held by USCo, USCo2 Holdco or their respective any of its affiliates are outstanding, authorize for issuance at least such number of Pubco Shares (or other shares or securities into which Pubco Shares may be reclassified reclassified, converted, exchanged or changed) without duplication: (a) as is equal to the sum of (i) the number of Common Units Shares issued and outstanding from time to time and (ii) the number of Common Units Shares issuable upon the exercise, conversion or exchange of all rights to acquire Common Units Shares outstanding from time to time, in each case, excluding such Common Units Shares and rights held by USCo, USCo2 and Holdco or any of their respective its affiliates; and (b) as are now and may hereafter be required to enable and permit Pubco and its affiliates to meet their respective obligations herein, to enable and permit USCo Holdco to meet its obligations under each of the A&R LLC Agreement and the Tax Receivable Agreement Articles with respect to the delivery of Pubco Shares and cash payments contemplated under the Tax Receivable Agreement and to enable and permit the LLC Xxxxx to meet its obligations under the A&R LLC AgreementArticles. Nothing contained herein shall be construed to preclude Pubco from satisfying its obligations in respect of any redemption or exchange contemplated in Section 2.1 herein by delivery of purchased Pubco Shares (which may or may not be held in the treasury of Pubco) or the delivery of cash pursuant to a redemption or exchange of Common Units). Pubco covenants that all Pubco Shares issued upon such a redemption or an exchange will, upon issuance, be validly issued, fully paid and non-assessable.