Common use of Class A Common Stock to be Issued Clause in Contracts

Class A Common Stock to be Issued. (a) The Corporation shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, such number of shares of Class A Common Stock as shall be deliverable upon any such Exchange; provided that nothing contained herein shall be construed to preclude Holdings from satisfying its obligations in respect of the exchange of the Holdings Units by delivery of shares of Class A Common Stock which are held in the treasury of the Corporation or Holdings or any of their subsidiaries or by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of the Corporation or any subsidiary thereof). The Corporation and Holdings covenant that all Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable. (b) The Corporation and Holdings covenant and agree that, to the extent that a registration statement under the Securities Act is effective and available for shares of Class A Common Stock to be delivered with respect to any Exchange, shares that have been registered under the Securities Act shall be delivered in respect of such Exchange. In the event that any Exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Holdings Unitholder requesting such Exchange, the Corporation and Holdings shall use commercially reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. The Corporation and Holdings shall use commercially reasonable efforts to list the Class A Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery.

Class A Common Stock to be Issued. (a) The Corporation PubCo shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, such number of shares of Class A Common Stock as shall be deliverable upon any such Exchange; provided that nothing contained herein shall be construed to preclude Holdings PubCo or the Company from satisfying its obligations in respect of the exchange Exchange of the Holdings Units Paired Interests by delivery of shares of Class A Common Stock which are held in the treasury of PubCo or are held by the Corporation or Holdings Company or any of their subsidiaries or by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of the Corporation PubCo or held by any subsidiary thereof). The Corporation PubCo and Holdings the Company covenant that all Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable. (b) The Corporation PubCo and Holdings the Company covenant and agree that, to the extent that a registration statement under the Securities Act is effective and available for shares of Class A Common Stock to be delivered with respect to any Exchange, shares that have been registered under the Securities Act shall be delivered in respect of such Exchange. In the event that any Exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Holdings Unitholder Member requesting such Exchange, PubCo and the Corporation and Holdings Company shall use commercially reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. The Corporation PubCo and Holdings the Company shall use commercially reasonable efforts to list the Class A Common Stock required to be delivered upon exchange Exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery.

Class A Common Stock to be Issued. (a) The Corporation PubCo shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, such number of shares of Class A Common Stock as shall be deliverable upon any such Exchange; provided that nothing contained herein shall be construed to preclude Holdings PubCo or the Company from satisfying its obligations in respect of the exchange Exchange of the Holdings Paired Interests or the Exchanged Class P Units by delivery of shares of Class A Common Stock which are held in the treasury of PubCo or are held by the Corporation or Holdings Company or any of their subsidiaries or by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of the Corporation PubCo or held by any subsidiary thereof). The Corporation PubCo and Holdings the Company covenant that all Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable. (b) The Corporation PubCo and Holdings the Company covenant and agree that, to the extent that a registration statement under the Securities Act is effective and available for shares of Class A Common Stock to be delivered with respect to any Exchange, shares that have been registered under the Securities Act shall be delivered in respect of such Exchange. In the event that any Exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Holdings Unitholder Member requesting such Exchange, PubCo and the Corporation and Holdings Company shall use commercially reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. The Corporation PubCo and Holdings the Company shall use commercially reasonable efforts to list the Class A Common Stock required to be delivered upon exchange Exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery. (c) PubCo agrees that it shall use its reasonable best efforts to take all reasonable steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and to be exempt for purposes of Section 16(b) under the Exchange Act, any acquisitions from, or dispositions to, PubCo of equity securities of PubCo (including derivative securities with respect thereto) and any securities that may be deemed to be equity securities or derivative securities of PubCo for such purposes that result from the transactions contemplated by this Agreement, by each executive officer (including the chief accounting officer) or director of PubCo.

Class A Common Stock to be Issued. (ai) The Corporation Pubco shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an a Class A Exchange, such number of shares of Class A Common Stock as shall be deliverable upon any such Class A Exchange; provided that nothing contained herein shall be construed to preclude Holdings the Company from satisfying its obligations in respect of the exchange of the Holdings Units Class A Exchange by delivery of shares of Class A Common Stock which are held in the treasury of Pubco or the Corporation or Holdings Company or any of their subsidiaries or by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of the Corporation Pubco or any subsidiary thereof). The Corporation Pubco and Holdings the Company covenant that all Class A Common Stock issued upon an a Class A Exchange will, upon issuance, be validly issued, fully paid and non-assessable. (bii) The Corporation Pubco and Holdings the Company covenant and agree that, to the extent that a registration statement Registration Statement under the Securities Act is effective and available for shares of Class A Common Stock to be delivered with respect to any Class A Exchange, shares that have been registered under the Securities Act shall be delivered in respect of such Class A Exchange. In the event that any Class A Exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Holdings Unitholder requesting such Exchangeapplicable Class A Exchanging Member, Pubco and the Corporation and Holdings Company shall use commercially reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. The Corporation Pubco and Holdings the Company shall use commercially reasonable efforts to list the Class A Common Stock required to be delivered upon exchange a Class A Exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery.

Class A Common Stock to be Issued. (a) The Corporation PubCo shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, such number of shares of Class A Common Stock as shall be deliverable upon any such Exchange; provided that nothing contained herein shall be construed to preclude Holdings PubCo or the Company from satisfying its obligations in respect of the exchange Exchange of the Holdings Units by delivery of shares of Class A Common Stock which are held in the treasury of PubCo or are held by the Corporation or Holdings Company or any of their subsidiaries or by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of the Corporation PubCo or held by any subsidiary thereof). The Corporation PubCo and Holdings the Company covenant that all shares of Class A Common Stock issued upon an Exchange will, upon issuance, have been duly authorized and validly issued and will be validly issued, fully paid and non-assessable. (b) The Corporation PubCo and Holdings the Company covenant and agree that, to the extent that a registration statement under the Securities Act is effective and available for shares of Class A Common Stock to be delivered with respect to any Exchange, shares that have been registered under the Securities Act shall be delivered in respect of such Exchange. In the event that any Exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Holdings Unitholder Member requesting such Exchange, PubCo and the Corporation and Holdings Company shall use commercially reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. The Corporation PubCo and Holdings the Company shall use commercially reasonable efforts to list the shares of Class A Common Stock required to be delivered upon exchange Exchange prior to such delivery upon each national securities exchange National Securities Exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery.

Class A Common Stock to be Issued. (ai) The Corporation Pubco shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an a Class A Exchange, such number of shares of Class A Common Stock as shall be deliverable upon any such Class A Exchange; provided that nothing contained herein shall be construed to preclude Holdings the Company from satisfying its obligations in respect of the exchange of the Holdings Units Class A Exchange by delivery of shares of Class A Common Stock which are held in the treasury of the Corporation or Holdings Pubco or any of their its subsidiaries (other than the Company or any of its subsidiaries) or by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of the Corporation Pubco or any subsidiary thereof). The Corporation Pubco and Holdings the Company covenant that all Class A Common Stock issued upon an a Class A Exchange will, upon issuance, be validly issued, fully paid and non-assessable. (bii) The Corporation Pubco and Holdings the Company covenant and agree that, to the extent that a registration statement Registration Statement under the Securities Act is effective and available for shares of Class A Common Stock to be delivered with respect to any Class A Exchange, shares that have been registered under the Securities Act shall be delivered in respect of such Class A Exchange. In the event that any Class A Exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Holdings Unitholder requesting such Exchangeapplicable Class A Exchanging Member, Pubco and the Corporation and Holdings Company shall use commercially reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. The Corporation Pubco and Holdings the Company shall use commercially reasonable efforts to list the Class A Common Stock required to be delivered upon exchange a Class A Exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery.

Class A Common Stock to be Issued. (a) The Corporation shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, such number of shares of Class A Common Stock as shall be deliverable upon any such Exchange; provided that nothing contained herein shall be construed to preclude Holdings Tempo Holding Company, LLC from satisfying its obligations in respect of the exchange Exchange of the Holdings LLC Units by delivery of shares of Class A Common Stock which are held in the treasury of the Corporation or Holdings Tempo Holding Company, LLC or any of their subsidiaries or by delivery of purchased shares of Class A Common Stock (which may or may not be held in the treasury of the Corporation or any subsidiary thereof). The Corporation and Holdings Tempo Holding Company, LLC covenant that all Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable. (b) The Corporation and Holdings Tempo Holding Company, LLC covenant and agree that, to the extent that a registration statement under the Securities Act is effective and available for shares of Class A Common Stock to be delivered with respect to any Exchange, shares that have been registered under the Securities Act shall be delivered in respect of such Exchange. In the event that any Exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Holdings LLC Unitholder requesting such Exchange, the Corporation and Holdings Tempo Holding Company, LLC shall use commercially reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. The Corporation and Holdings Tempo Holding Company, LLC shall use commercially reasonable efforts to list the Class A Common Stock required to be delivered upon exchange Exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery.