Validity of Underlying Common Stock. The Holder’s New Notes are convertible into shares of Common Stock (the “Conversion Shares”) in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holder’s New Notes and, when issued upon conversion of the Holder’s New Notes in accordance with the terms of the Holder’s New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal and other similar rights.
Validity of Underlying Common Stock. The Exchange Shares have been duly authorized and, upon delivery, will be fully paid and non-assessable; the Exchange Shares will be issued without any legends that restrict the transfer of such Exchange Shares under the U.S. federal securities laws; and the Exchange Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights. Upon delivery of such Exchange Shares to the Holder pursuant to the Exchange, such Exchange Shares shall be free and clear of all Liens created by the Company.
Validity of Underlying Common Stock. The New Notes will, at the Closing, be convertible into shares of Common Stock, par value $0.01 per share of the Company (the “Conversion Shares”) in accordance with the terms of the Indenture. Upon execution and delivery of the Indenture by the Company, the Conversion Shares will be duly authorized and reserved by the Company for issuance upon conversion of the New Notes and, when issued upon conversion of the New Notes in accordance with the terms of the New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights in effect as of the Closing Date. For the purposes of Rule 144 promulgated under the Securities Act, the Company acknowledges that, assuming the accuracy of each Holder’s representations and warranties hereunder, the holding period of the Conversion Shares may be tacked onto the holding period of the Old Notes and the New Notes and the Company agrees not to take a position contrary thereto. The Conversion Shares will be issued to the Holders through the facilities of DTC without any transfer restrictions and will be part of an unrestricted CUSIP.
Validity of Underlying Common Stock. The Holders’ New Debentures will at the Closing be convertible into shares of Common Stock, par value $0.001 per share, of the Company (the “Conversion Shares”) in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holders’ New Debentures and, when issued upon conversion of the Holders’ New Debentures in accordance with the terms of the Holders’ New Debentures and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights.
Validity of Underlying Common Stock. The Purchased Notes will be convertible into cash and/or shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Conversion Shares”) in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized, approved under Rule 16b-3 of the Exchange Act and reserved by the Company for issuance upon conversion of the Purchased Notes. To the extent that the Company elects to deliver Conversion Shares in lieu of cash upon conversion of the Purchased Notes in accordance with the terms of the Purchased Notes and the Indenture, the Conversion Shares will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights.
Validity of Underlying Common Stock. The Non-Voting Common will, at the Closing, be convertible into shares of the Company’s Voting Common Stock, par value $0.001 (the “Conversion Shares”), in accordance with the Company’s Amended and Restated Certificate of Incorporation then in effect (as it may be amended, and/or amended and restated or otherwise modified from time to time, the “Charter”). The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Non-Voting Common, and, when issued upon conversion of the Non-Voting Common in accordance with the Charter, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights.
Validity of Underlying Common Stock. In accordance with the terms of the Indenture, the Holders’ New Notes will be convertible into cash, common stock of the Company, par value $0.001 per share (the “Common Stock” and any such Common Stock into which the New Notes, Warrants or the Upfront Warrant may be convertible, the “Conversion Common Stock”), Warrants or a combination thereof, in certain circumstances and during certain periods as described in the Indenture (the date of such conversion with respect to each New Note, the “Conversion Date”). As of the date hereof, 4,389,186 shares of the Conversion Common Stock have been duly authorized and initially reserved by the Company for issuance upon conversion of the New Notes and [ ] shares of the Conversion Common Stock have been duly authorized and initially reserved by the Company for issuance upon exercise of the Upfront Warrant. The Conversion Common Stock, when issued upon conversion of the Holders’ New Notes in accordance with the terms of the Holders’ New Notes and the Indenture or exercise of the Upfront Warrant in accordance with the terms thereof, as applicable, will each be validly issued, fully paid and non-assessable, and the issuance of the Conversion Common Stock will not be subject to any preemptive, participation, rights of first refusal or other similar rights. The Conversion Common Stock to be issued to the applicable Holder upon conversion or exercise will be issued pursuant to an exemption from the registration requirements of the Securities Act. Each of the Company and the Guarantors acknowledges and agrees that the Conversion Common Stock to be issued to the Holder will not contain any restrictive legend and will be freely transferable by the Holder without restriction (provided that at the time of such conversion, the Holder has not been in the preceding three (3) months an “affiliate” of the Company or the Guarantors as defined in Rule 144 promulgated under the Securities Act) and such issuance will be effected via DWAC to the account(s) specified by the Undersigned.
Validity of Underlying Common Stock. The Investors’ New Notes will at the Closing be convertible into shares of Common Stock, par value $1.00 per share, of the Company (the “Conversion Shares”) in accordance with the terms of the Supplement. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Investors’ New Notes and, when issued upon conversion of the Investors’ New Notes in accordance with the terms of the Investors’ New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights.
Validity of Underlying Common Stock. Upon issuance in accordance with the terms of the Certificate of Designation, the shares of Common Stock issuable upon conversion of the Preferred Exchange Shares (the “Conversion Shares”) will be duly authorized, validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights in effect as of the Closing Date. For the purposes of Rule 144 promulgated under the Securities Act, the Company acknowledges that, assuming the accuracy of the applicable Participating Party’s representations and warranties hereunder, the holding period of the Conversion Shares may be tacked onto the holding period of the Preferred Exchange Shares, and the Company agrees not to take a position contrary thereto.
Validity of Underlying Common Stock. The Purchased Notes will have an equity-linked put right whereby the Purchased Notes may be converted into shares (the “Puttable Equity-Linked Shares”) of the Company’s Class A common stock, par value $0.33 1/3 per share (the “Common Stock”), in accordance with the terms of the Purchased Notes. The Puttable Equity-Linked Shares have been duly authorized and reserved by the Company for issuance upon the exercise of the equity-linked put right pursuant to the Purchased Notes and, when issued in connection with such equity-linked put right in accordance with the terms of the Purchased Notes, will be validly issued, fully paid and non-assessable, and the issuance of the Puttable Equity-Linked Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights.
