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 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 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 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. The Holders’ New Notes will at the Closing be convertible into shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), in accordance with the terms of the Indenture. Upon receipt of the approval of the Company’s stockholders referenced in Section 3.8 below and the filing of the corresponding amendment to the Company’s certificate of incorporation with the State of Delaware, the Covered Shares will have been duly authorized and reserved by the Company for issuance upon conversion of the Holders’ New Notes and, when issued upon conversion of the Holders’ New Notes or otherwise delivered to Holders in accordance with the terms of the Holders’ New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Covered Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights. All Covered Shares issuable in accordance with the Authorized Share Conversion Cap (as defined in the Indenture) upon conversion of the New Notes or other issuance to Holders in accordance with the terms of the Holders’ New Notes and the Indenture have been duly authorized and reserved by the Company for issuance upon conversion of the Holders’ New Notes and, when issued upon conversion of the Holders’ New Notes or otherwise in accordance with the terms of the Holders’ New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of such Covered Shares will not be subject to any preemptive, participation, rights of first refusal or other similar rights.
Validity of Underlying Common Stock. The Holders’ New Notes will at the Closing be convertible into shares of the Company’s common stock, par value $0.01 per share (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 Notes and, when issued upon conversion of the Holders’ New Notes in accordance with the terms of the Holders’ 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. The New Convertible Note will at the Closing be convertible into shares of the Common Stock (the “Conversion Shares”) in accordance with the terms thereof. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the New Convertible Note and, when issued upon conversion of the New Convertible Note in accordance with the terms thereof, 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.
