Reservation of Shares of Class A Common Stock; Certificate of Pubco. At all times Pubco shall reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon a Redemption or Direct Exchange, such number of shares of Class A Common Stock as shall be issuable upon any such Redemption or Direct Exchange pursuant to Share Settlements; provided that nothing contained herein shall be construed to preclude Pubco from satisfying its obligations in respect of any such Redemption or Direct Exchange by delivery of purchased Class A Common Stock (which may or may not be held in the treasury of Pubco) or the delivery of cash pursuant to a Cash Settlement. Pubco shall deliver Class A Common Stock that has been registered under the Securities Act with respect to any Redemption or Direct Exchange to the extent a registration statement is effective and available for such shares. Pubco covenants that all Class A Common Stock issued upon a Redemption or Direct Exchange will, upon issuance, be validly issued, fully paid and non-assessable. The provisions of this Article 10 shall be interpreted and applied in a manner consistent with the corresponding provisions of Pubco’s certificate of incorporation.
Reservation of Shares of Class A Common Stock; Certificate of Pubco. 46 Section 10.06. Effect of Exercise of Redemption or Exchange Right 46 Section 10.07. Tax Treatment 46 Section 10.08. Additional Exchange Restrictions 46 ARTICLE 11 LIMITATION ON LIABILITY, EXCULPATION AND INDEMNIFICATION Section 11.01. Limitation on Liability 48 Section 11.02. Exculpation and Indemnification; Elimination of Fiduciary Duties 48 DISSOLUTION AND TERMINATION Section 12.01. Dissolution 51 Section 12.02. Winding Up of the Company 52 Section 12.03. Termination 52 Section 12.04. Survival 53 ARTICLE 13 MISCELLANEOUS Section 13.01. Expenses 53 Section 13.02. Further Assurances 53 Section 13.03. Notices 53 Section 13.04. Binding Effect; Benefit; Assignment 54 Section 13.05. Jurisdiction 54 Section 13.06. WAIVER OF JURY TRIAL 55 Section 13.07. Counterparts 55 Section 13.08. Entire Agreement 55 Section 13.09. Severability 56 Section 13.10. Amendment 56 Section 13.11. Confidentiality 56 Section 13.12. Governing Law 58 ARTICLE 14 ARBITRATION Section 14.01. Title 58 ARTICLE 15
Reservation of Shares of Class A Common Stock; Certificate of Pubco. At all times Pubco shall reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon a Redemption or Direct Exchange, such number of shares of Class A Common Stock as shall be issuable upon any such Redemption or Direct Exchange pursuant to Share Settlements; provided that nothing contained herein shall be construed to preclude Pubco from satisfying its obligations in respect of any such Redemption or Direct Exchange by delivery of purchased Class A Common Stock (which may or may not be held in the treasury of Pubco). Pubco covenants that all Class A Common Stock issued upon a Redemption or Direct Exchange will, upon issuance, be validly issued, fully paid and non-assessable. The provisions of this Article 10 shall be interpreted and applied in a manner consistent with the corresponding provisions of the certificate of incorporation of Pubco.
