Common use of Status of Securities Clause in Contracts

Status of Securities. Subject to the receipt of Stockholder Approval, the shares of Purchased Stock and shares of Class A Common Stock to be issued upon conversion of such Preferred Stock, have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement, such securities will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchasers good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 5.2, the Certificate and any applicable state or foreign securities laws. Upon any conversion of any shares of Preferred Stock into Class A Common Stock pursuant to the Certificate, the shares of Class A Common Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchasers good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 5.2, the Certificate and any applicable state or foreign securities laws. The respective rights, preferences, privileges and restrictions of the Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Certificate) or as otherwise provided by the mandatory provisions of the Delaware General Corporate Law. At or prior to Closing, the maximum number of shares of Class A Common Stock to be issued upon any conversion of shares of Preferred Stock into Class A Common Stock shall have been duly reserved for such issuance and approved for listing on the NYSE, subject to official notice of issuance.

Status of Securities. Subject The Preferred Shares to the receipt of Stockholder Approvalbe issued pursuant to this Agreement, the shares of Purchased Series A Preferred Stock to be issued upon conversion of the Series B Preferred Stock (subject to the Stockholder Approval), and the shares of Class A Common Stock to be issued upon conversion of such the Series A Preferred Stock, Stock have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement, the Series A Certificate or the Series B Certificate, such securities will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchasers Purchaser good and marketable title to all such securities, be free and clear of all LiensLiens (other than Liens incurred by the Purchaser and restrictions arising under applicable securities Laws), except restrictions imposed by the Securities Act, Section 5.2, the Certificate and any applicable state or foreign securities lawslaws and the Stockholder Rights Agreement. Upon any conversion of any shares of Series A Preferred Stock into Class A Common Stock pursuant to the Series A Certificate, the shares of Class A Common Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchasers Purchaser good and marketable title to all such securities, be free and clear of all LiensLiens (other than Liens incurred by the Purchaser, restrictions arising under applicable securities Laws), except restrictions imposed by the Securities Act, Section 5.2, the Certificate and any applicable state or foreign securities lawslaws and the Stockholder Rights Agreement. The respective rights, preferences, privileges privileges, and restrictions of the Series A Preferred Stock, Series B Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A Certificate and the Series B Certificate) or as otherwise provided by the mandatory provisions of the Delaware General Corporate Law). At or prior to Closing, the maximum number of The shares of Class A Common Stock to be issued upon any conversion of shares of Preferred Stock Shares into Class A Common Stock shall have been duly reserved for such issuance and approved for listing on the NYSE, subject to official notice of issuance.

Status of Securities. Subject to The Notes, and, following the receipt approval and adoption of Stockholder Approvalthe Certificate of Incorporation Amendment, the shares of Purchased Stock and shares of Class A Common Stock to be issued issuable upon conversion exchange of such Preferred Stock, the Notes have been and shall be duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement, such securities the Notes will be validly issuedlegal, fully paid valid and nonassessablebinding obligations, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the CompanyParent, and will effectively vest in the Purchasers each Purchaser good and marketable title to all Notes acquired by such securitiesPurchaser pursuant to this Agreement, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 5.2, the Certificate Act and any applicable state or foreign securities laws. Upon any conversion exchange of any shares of Preferred Stock Notes into Class A Common Stock pursuant to the Certificateterms thereof, the shares of Class A Common Stock issued upon such conversion exchange will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the CompanyParent, and will effectively vest in the Purchasers good and marketable title to all such securitiesshares of Common Stock, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 5.2, the Certificate Act and any applicable state or foreign securities laws. The respective rights, preferences, privileges and restrictions of the Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Certificate) or as otherwise provided by the mandatory provisions of the Delaware General Corporate LawDGCL. At or prior to Closing, the maximum number of 90,000,000 shares of Class A Common Stock to be issued upon any conversion exchange of shares of Preferred Stock the JSC Notes into Class A Common Stock shall have been duly reserved for such issuance and approved for listing on Parent shall have made the NYSE, subject Nasdaq Listing Submission with respect to official notice such shares of issuancethe Common Stock.

Status of Securities. Subject The Shares to the receipt of Stockholder Approval, be issued pursuant to this Agreement and the shares of Purchased Stock and shares of Class A Common Stock to be issued upon conversion of such Preferred Stock, the Shares have been duly authorized by all necessary corporate actionaction of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement, such securities the Shares will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive or similar rights of any other stockholder shareholder of the CompanyCompany or any restrictions on transfer under any contract to which the Company is a 11 party, other than restrictions arising under this Agreement, the Certificate of Designations or the Stockholders Agreement or restrictions arising under applicable securities Laws, and will effectively vest in the Purchasers each Purchaser good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed other than Liens incurred by the Securities Act, Section 5.2, the Certificate and any applicable state or foreign securities lawssuch Purchaser. Upon any conversion of any Shares into shares of Preferred Stock into Class A Common Stock pursuant to the Certificateterms of the Certificate of Designations, the such shares of Class A Common Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive or similar rights of any other stockholder shareholder of the CompanyCompany or any restrictions on transfer under any contract to which the Company is a party, other than restrictions arising under this Agreement, the Certificate of Designations or the Stockholders Agreement or restrictions arising under applicable securities Laws, and will effectively vest in the Purchasers each Purchaser good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed other than Liens incurred by the Securities Act, Section 5.2, the Certificate and any applicable state or foreign securities lawssuch Purchaser. The respective rights, preferences, privileges and restrictions of the Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Certificate) or as otherwise provided by the mandatory provisions of the Delaware General Corporate Law. At or prior to Closing, the maximum number of shares of Class A Common Stock to be issued upon any conversion of shares of Preferred Stock into Class A Common Stock shall the Shares have been duly reserved for such issuance and approved for listing on the NYSE, subject to official notice of issuance.

Status of Securities. Subject to the receipt of Stockholder Approval, the The shares of Purchased Stock Stock, and the shares of Class A Common Stock to be issued upon conversion of such Preferred Stock, have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement, such securities will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchasers each Purchaser good and marketable title to all such securitiessecurities acquired by such Purchaser pursuant to this Agreement or the Certificate, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 5.2, the Certificate and any applicable state or foreign securities laws. Upon any conversion of any shares of Preferred Stock into Class A Common Stock pursuant to the Certificate, the shares of Class A Common Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchasers good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 5.2, the Certificate and any applicable state or foreign securities laws. The respective rights, preferences, privileges and restrictions of the Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Certificate) or as otherwise provided by the mandatory provisions of the Delaware General Corporate LawDGCL. At or prior to Closing, the maximum number of shares of Class A Common Stock to be issued upon any conversion of shares of Preferred Stock into Class A Common Stock shall have been duly reserved for such issuance and approved for listing on the NYSE, subject to official notice of issuance.

Status of Securities. Subject The Series A Preference Shares to be issued pursuant to this Agreement and the receipt of Stockholder Approval, the shares of Purchased Stock and shares of Class A Common Stock Shares to be issued upon conversion of such Preferred Stock, the Series A Preference Shares have been duly authorized by all necessary corporate actionaction of the Company. When issued and sold against receipt of the consideration therefor as provided in this AgreementAgreement or the Series A Certificate, such securities the Series A Preference Shares will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder shareholder of the Company, and will effectively vest in the Purchasers Purchaser good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 5.2any applicable state, foreign or other securities laws, the Certificate Shareholders’ Agreement and any applicable state or foreign securities lawsLiens incurred by the Purchaser. Upon any conversion of any shares of Preferred Stock Series A Preference Shares into Class A Common Stock Shares pursuant to the Series A Certificate, the shares of Class A Common Stock Shares issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder shareholder of the Company, and will effectively vest in the Purchasers Purchaser good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 5.2any applicable state, foreign or other securities laws, the Certificate Shareholders’ Agreement and any applicable state or foreign securities lawsLiens incurred by the Purchaser. The respective rights, preferences, privileges privileges, and restrictions of the Preferred Stock Series A Preference Shares and the Common Stock Shares are as stated in Bye-laws and the Certificate of Incorporation (including the Series A Certificate) or as otherwise provided by the mandatory provisions of the Delaware General Corporate Law. At or prior to Closing, the maximum number of shares of Class A The Common Stock Shares to be issued upon any conversion of shares of Preferred Stock Preference Shares into Class A Common Stock shall Shares have been duly reserved for such issuance and approved for listing on the NYSE, subject to official notice of issuance.

Status of Securities. Subject The shares of Series A Preferred Stock to the receipt of Stockholder Approval, be issued pursuant to this Agreement and the shares of Purchased Stock and shares of Class A Common Stock to be issued upon conversion of such the Series A Preferred Stock, Stock have been duly authorized by all necessary corporate actionaction of the Company. When issued and sold against receipt of the consideration therefor as provided in this AgreementAgreement or the Series A Certificate, such securities as applicable, the shares of Series A Preferred Stock will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchasers good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 5.2any applicable state, foreign or other securities Laws, the Certificate Stockholders’ Agreement and any applicable state or foreign securities lawsLiens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into Class into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Class A Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchasers Purchaser good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 5.2any applicable state, foreign or other securities Laws, the Certificate Stockholders’ Agreement and any applicable state or foreign securities lawsLiens incurred by the Purchaser. The respective rights, preferences, privileges privileges, and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Certificate) or as otherwise provided by the mandatory provisions or, in respect of the Delaware General Corporate LawSeries A Preferred Stock, in the Series A Certificate. At or prior to As of the Closing, the maximum number of shares of Class A Common Stock to be issued upon any conversion or redemption of shares of Preferred Stock into Class A Common Stock the Purchased Shares shall have been duly reserved for such issuance and approved for listing on the NYSE, subject to official notice of issuance.

Status of Securities. Subject The shares of Series A Preferred Stock to the receipt of Stockholder Approvalbe issued pursuant to this Agreement, and the shares of Purchased Stock and shares of Class A Common Stock to be issued upon conversion of such the Series A Preferred Stock, have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this AgreementAgreement or the Series A Certificate, such securities will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchasers Purchaser good and marketable title to all such securities, be free and clear of all LiensLiens (other than restrictions arising under applicable securities Laws), except restrictions imposed by the Securities Act, Section 5.2, the Certificate 4.2 and any applicable state or foreign securities laws. Upon any conversion of any shares of Series A Preferred Stock into Class A Common Stock pursuant to the Series A Certificate, the shares of Class A Common Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchasers Purchaser good and marketable title to all such securities, be free and clear of all LiensLiens (other than restrictions arising under applicable securities Laws), except restrictions imposed by the Securities Act, Section 5.2, the Certificate 4.2 and any applicable state or foreign securities laws. The respective rights, preferences, privileges privileges, and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A Certificate) or as otherwise provided by the mandatory provisions of the Delaware General Corporate Law). At or prior to Closing, the maximum number of The shares of Class A Common Stock to be issued upon any conversion of shares of Series A Preferred Stock into Class A Common Stock shall have been duly reserved for such issuance and approved for listing on the NYSE, subject to official notice of issuance.

Status of Securities. Subject to the receipt of Stockholder ApprovalThe Purchased Preferred Stock, and the shares of Purchased Stock and shares of Class A Common Stock to be issued upon conversion of such the Purchased Preferred Stock, have been duly authorized by all necessary corporate actionaction of the Company. When issued and sold against receipt of the consideration therefor as provided in this AgreementAgreement or the Series A Certificate, such securities will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchasers Purchaser good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 5.2, the Certificate 4.2 and any applicable state or foreign securities laws. Upon any conversion of any shares of Purchased Preferred Stock into Class A Common Stock pursuant to the Series A Certificate, the shares of Class A Common Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchasers Purchaser good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 5.2, the Certificate 4.2 and any applicable state or foreign securities laws. The respective rights, preferences, privileges privileges, and restrictions of the Convertible Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A Certificate) or as otherwise provided by the mandatory provisions of the Delaware General Corporate Law). At or prior to Closing, the maximum number of The shares of Class A Common Stock to be issued upon any conversion of shares of Convertible Preferred Stock into Class A Common Stock shall have been duly reserved for such issuance and approved for listing on the NYSE, subject to official notice of issuance.

Status of Securities. Subject The shares of Series A Preferred Stock to the receipt of Stockholder Approvalbe issued pursuant to this Agreement, and the shares of Purchased Stock and shares of Class A Common Stock to be issued upon conversion of such the Series A Preferred Stock, have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this AgreementAgreement or the Series A Certificate, such securities will shall be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will shall not be subject to preemptive rights of any other stockholder of the Company, and will shall effectively vest in the Purchasers Purchaser good and marketable title to all such securities, be free and clear of all LiensLiens (other than restrictions arising under applicable securities Laws), except restrictions imposed by the Securities Act, Section 5.2, the Certificate Shareholder’s Agreement and any applicable state or foreign securities laws. Upon any conversion of any shares of Series A Preferred Stock into Class A Common Stock pursuant to the Series A Certificate, the shares of Class A Common Stock issued upon such conversion will shall be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will shall not be subject to preemptive rights of any other stockholder of the Company, and will shall effectively vest in the Purchasers Purchaser good and marketable title to all such securities, be free and clear of all LiensLiens (other than restrictions arising under applicable securities Laws), except restrictions imposed by the Securities Act, Section 5.2, the Certificate Shareholder’s Agreement and any applicable state or foreign securities laws. The respective rights, preferences, privileges privileges, and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A Certificate) or as otherwise provided by the mandatory provisions of the Delaware General Corporate Law). At or prior to Closing, the maximum number of The shares of Class A Common Stock to be issued upon any conversion of shares of Series A Preferred Stock into Class A Common Stock shall have been duly reserved for such issuance and approved for listing on the NYSE, subject to official notice of issuance.