Valid Issuance of the Class A Common Stock. At the Closing Date or the Option Closing Date, the Firm Securities and the Option Securities, as the case may be, will be duly authorized and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.
Valid Issuance of the Class A Common Stock. The Shares have been duly authorized by the Company and, when issued and delivered pursuant to the Exchange against delivery of the Exchanged Notes in accordance with the terms of this Agreement, the Shares will be validly issued, fully paid and non-assessable. The Shares will not, at the Closing, be subject to any preemptive, participation, rights of first refusal or other similar rights. Assuming the accuracy of each Holder’s representations and warranties hereunder, the Shares (a) will be issued in the Exchange exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, (b) will, at the Closing, be free of any restrictions on resale by such Holder pursuant to Rule 144 promulgated under the Securities Act, and (c) will be issued in compliance with all applicable state and federal laws concerning the issuance of the Shares.
Valid Issuance of the Class A Common Stock. The Firm Securities and the Optional Securities, as the case may be, when issued and delivered to the Underwriters against payment therefor by the Company pursuant to this Agreement, have been validly issued and are fully paid and nonassessable.
Valid Issuance of the Class A Common Stock. The Shares, when issued and delivered by the Company simultaneously with receipt of payment therefor pursuant to and in compliance with the Distribution Agreement and the Prospectus, will be validly issued, fully paid and nonassessable.
Valid Issuance of the Class A Common Stock. The shares of Class A Common Stock, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, non-assessable, and free of all Liens, except as set forth in (i) Section 10 of the Amended and Restated Registration Rights and Stockholders' Agreement entered into as of March 30, 2001 by and among the Company, Banco Itau, S.A., a Brazilian Sociedade Anonima, Banco Banerj, a Brazilian Sociedade Anonima, Banco Itau, S.A. - Cayman Branxx, x Brazilian Sociedade Anonima, Itau Bank Limited, a Cayman limited liability company and, for limited purposes, each of the Principal Stockholders (the "AMENDED AND RESTATED REGISTRATION RIGHTS AND STOCKHOLDERS' AGREEMENT"), and (ii) Section 3.1, Section 4.2 and Article V of the Second Amended and Restated Stockholders' Agreement, dated as of March 8, 2002, by and among the Company, each of the Principal Stockholders and, for limited purposes, AOL Time Warner Inc., a Delaware corporation (the "SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT").
Valid Issuance of the Class A Common Stock. At the Closing Date or the Option Closing Date, the Firm Securities and the Option Securities, as the case may be, will be duly authorized and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable; and, other than the Parent Shares, the Securities will be the only equity interests of the Company issued and outstanding at the Closing Date or the Option Closing Date, other than any awards made to outside directors under the Company’s 2007 Long-Term Incentive Plan, up to an aggregate of 5,000 shares of Class A Common Stock.
Valid Issuance of the Class A Common Stock. The Firm Securities and the Optional Securities, as the case may be, when issued and delivered to the Underwriters against payment therefor by the Company pursuant to this Agreement, have been validly issued, fully paid and nonassessable; and, other than the Parent Shares, the Securities are the only equity interests of the Company issued and outstanding, other than any awards made to outside directors under the Company’s 2007 Long-Term Incentive Plan, up to an aggregate of 5,000 shares of Class A Common Stock.
Valid Issuance of the Class A Common Stock. At the Closing Date or the Option Closing Date, the Firm Securities and the Option Securities, as the case may be, will be duly authorized and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. The Company will issue 2,612,244 shares of Class A Common Stock to Parent (directly or indirectly through THL) as payment of a portion of the purchase price for the Dropdown Vessels (the “Teekay Shares”); upon issuance, such shares will be validly issued, fully paid and nonassessable; and the offer and sale of such shares is not required to be registered under the Act.
Valid Issuance of the Class A Common Stock. The Firm Securities and the Optional Securities, as the case may be, when issued and delivered to the Underwriters against payment therefor by the Company pursuant to this Agreement, have been validly issued and are fully paid and nonassessable. The Teekay Shares, when issued and delivered to Parent (directly or indirectly through THL) pursuant to the Tankers Purchase Agreement, have been validly issued and are fully paid and nonassessable.
