Reservation of Shares of Class A Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Class A common stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
Reservation of Shares of Class A Common Stock. The Corporation will at all times reserve and keep available out of its authorized and unissued shares of Class A Common Stock, solely for the purpose of the issuance upon exchange of Paired Interests, the number of shares of Class A Common Stock that are issuable upon conversion of all outstanding Paired Interests, pursuant to Article 10 of the Third Amended and Restated LLC Agreement of Xxxxxxx Risk Partners, LLC. The Corporation covenants that all the shares of Class A Common Stock that are issued upon the exchange of such Paired Interests will, upon issuance, be validly issued, fully paid and non-assessable.
Reservation of Shares of Class A Common Stock. At all times the Corporation shall reserve and keep available out of its authorized but unissued Class A Common Stock such number of shares of Class A Common Stock as shall be sufficient to facilitate the exercise by Blueapple of all of its sale rights pursuant to this Article XI and all of the rights of Holders of Paired Interests to exercise their rights pursuant to the Exchange Agreement.
Reservation of Shares of Class A Common Stock. Certificate of Pubco 44 Section 10.06. Effect of Exercise of Redemption or Exchange Right 44 Section 10.07. Tax Treatment 44 Section 11.01. Limitation on Liability 45 Section 11.02. Exculpation and Indemnification 45 Section 12.01. Dissolution 48 Section 12.02. Winding Up of the Company 48 Section 12.03. Termination 49 Section 12.04. Survival 49 Section 13.01. Expenses 49 Section 13.02. Further Assurances 50 Section 13.03. Notices 50 Section 13.04. Binding Effect; Benefit; Assignment 51 Section 13.05. Jurisdiction 51 Section 13.06. WAIVER OF JURY TRIAL 52 Section 13.07. Counterparts 52 Section 13.08. Entire Agreement 52 Section 13.09. Severability 52 Section 13.10. Amendment 53 Section 13.11. Confidentiality 53 Section 13.12. Governing Law 55 Section 14.01. Title 55
Reservation of Shares of Class A Common Stock. The Corporation hereby reserves, and shall at all times reserve and keep available, out of its authorized and unissued shares of Class A Common Stock for the purposes of effecting conversions of Class B Common Stock, such number of duly authorized shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock. The Corporation covenants that all the shares of Class A Common Stock so issuable shall, when so issued, be duly and validly issued, fully paid and non-assessable.
Reservation of Shares of Class A Common Stock. The Corporation will at all times reserve and keep available out of its authorized and unissued shares of Class A Common Stock, solely for the purpose of the issuance upon redemption or exchange of shares of Mirion IntermediateCo Class B Common Stock, the number of shares of Class A Common Stock that are issuable upon conversion of all outstanding shares of Mirion IntermediateCo Class B Common Stock, pursuant to Section 4.04(e) of the Mirion IntermediateCo Charter (assuming for this purpose that such redemption or exchange is settled in shares of Class A Common Stock). The Corporation covenants that all the shares of Class A Common Stock that are issued upon the redemption or exchange of such shares of Mirion IntermediateCo Class B Common Stock will, upon issuance, be validly issued, fully paid and non-assessable.
Reservation of Shares of Class A Common Stock. The Corporation will at all times reserve and keep available out of its authorized and unissued shares of Class A Common Stock, solely for the purpose of the issuance upon exchange of Paired Interests, the number of shares of Class A Common Stock that are issuable upon conversion of all outstanding Paired Interests, pursuant to Article 10 of the Amended and Restated LLC Agreement of Xxxxx HoldCo LLC. The Corporation covenants that all the shares of Class A Common Stock that are issued upon the exchange of such Paired Interests will, upon issuance, be validly issued, fully paid and non-assessable.
Reservation of Shares of Class A Common Stock. Certificate of Pubco 45 Section 10.07. Effect of Exercise of Redemption or Exchange Right 45 Section 10.08. Tax Treatment 45 ARTICLE 11Limitation on Liability, Exculpation and Indemnification Section 11.01. Limitation on Liability 46 Section 11.02. Exculpation and Indemnification 47 ARTICLE 12Dissolution and Termination Section 12.01. Dissolution 49 Section 12.02. Winding Up of the Company 50 Section 12.03. Termination 51 Section 12.04. Survival 51 ARTICLE 13Miscellaneous Section 13.01. Expenses 51 Section 13.02. Further Assurances 52 Section 13.03. Notices 52 Section 13.04. Binding Effect; Benefit; Assignment 53 Section 13.05. Jurisdiction 53 Section 13.06. WAIVER OF JURY TRIAL 54 Section 13.07. Counterparts 54 Section 13.08. Entire Agreement 54 Section 13.09. Severability 54 Section 13.10. Amendment 54 Section 13.11. Confidentiality 55 Section 13.12. Governing Law 56 ARTICLE 14Arbitration Section 14.01. Title 57 ARTICLE 15Representations of Members Section 15.01. Representations of Members 57 Schedule A Member Schedule THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF XXXXXXX RISK PARTNERS, LLC, a Delaware limited liability company (the “Company”), dated as of October 7, 2019, by and among the Company, BRP Group, Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
Reservation of Shares of Class A Common Stock. For so long as the Notes remains outstanding, the Company shall reserve a sufficient number of unissued shares of Class A Common Stock for issuance upon conversion of the Notes in accordance with their terms.
