Common use of Common Stock Issued Upon Conversion Clause in Contracts

Common Stock Issued Upon Conversion. (a) Prior to issuing of any shares of Common Stock under this Article XI, and from time to time thereafter as may be necessary, the Issuer will reserve, or cause the IPO Issuer to reserve, out of its authorized but unissued shares of Common Stock a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes and the issuance of any IPO Redemption Premium, as applicable. (b) Any shares of Common Stock delivered upon the conversion of the Notes will be newly issued shares or treasury shares, duly and validly issued, fully paid, nonassessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the holder or other Person to whom such shares of Common Stock will be delivered). In addition, the Issuer will endeavor to comply, or cause the IPO Issuer to comply, promptly with all federal and state securities laws regulating the offer and delivery of any shares of Common Stock issuable upon conversion of the Notes. (c) If any shares of the Common Stock issued upon conversion will, upon delivery as part of the conversion obligation, be “restricted securities” (within the meaning of Rule 144 or any successor provision in effect at such time), such shares of Common Stock (i) will be issued in book-entry form through the books and records of the Transfer Agent; and (ii) will bear any restrictive legends the Issuer and/or the IPO Issuer or the Transfer Agent deem necessary to comply with applicable law and/or any provision of any applicable IPO Lockup Agreement; provided, however, that subject to any IPO Lockup Agreement, the Issuer and/or IPO Issuer shall cooperate with the applicable holder to have such restrictive legends removed as soon as permitted under applicable law, including but not limited to providing the Transfer Agent with any requested opinions and/or letters of instruction. (d) Prior to or effective upon the consummation of an IPO, the applicable IPO Issuer will execute and deliver a supplemental indenture to the Trustee and the Issuer pursuant to which such IPO Issuer will agree to become party to this Indenture and to deliver the Common Stock issuable under this Article XI. (e) The Issuer estimates (in accordance with section 1.871-15(i)(2)(iii) of the Treasury regulations) that the amount of dividends that will be paid with respect to the Common Stock while the Notes remain outstanding will be zero.

Common Stock Issued Upon Conversion. (a) Prior to issuing of any shares of Common Stock under this Article XIX, and from time to time thereafter as may be necessary, the Issuer Company will reserve, or cause the IPO Issuer to reserve, reserve out of its authorized but unissued shares of Common Stock a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes and the issuance of any IPO Redemption Premium, as applicableunder Physical Settlement. (b) Any shares of Common Stock delivered upon the conversion of the Notes will be newly issued shares or treasury shares, duly and validly issued, fully paid, nonassessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the holder Holder or other Person to whom such shares of Common Stock will be delivered). In addition, the Issuer Company will endeavor to comply, or cause the IPO Issuer to comply, comply promptly with all federal and state securities laws regulating the offer and delivery of any shares of Common Stock issuable upon conversion of the Notes; provided that the Company will not be obligated to register the offer and sale of such Common Stock under the Securities Act or any other applicable securities laws. The Company will also use commercially reasonable efforts to cause any shares of Common Stock issuable upon conversion of a Note to be listed on whatever stock exchange(s) the Common Stock is listed on the date the converting Holder becomes a record holder of such Common Stock. (c) If any shares of the Common Stock issued upon conversion will, upon delivery as part of the conversion obligation, be “restricted securities” (within the meaning of Rule 144 or any successor provision in effect at such time), such shares of Common Stock (i) will be issued in physical, certificated form; (ii) will not be held in book-entry form through the books and records facilities of the Transfer AgentDepositary; and (iiiii) will bear any restrictive legends the Issuer and/or the IPO Issuer Company or the Transfer Agent deem necessary to comply with applicable law and/or any provision of any applicable IPO Lockup Agreement; provided, however, that subject to any IPO Lockup Agreement, the Issuer and/or IPO Issuer shall cooperate with the applicable holder to have such restrictive legends removed as soon as permitted under applicable law, including but not limited to providing the Transfer Agent with any requested opinions and/or letters of instruction. (d) Prior to or effective upon the consummation of an IPO, the applicable IPO Issuer will execute and deliver a supplemental indenture to the Trustee and the Issuer pursuant to which such IPO Issuer will agree to become party to this Indenture and to deliver the Common Stock issuable under this Article XI. (e) The Issuer estimates (in accordance with section 1.871-15(i)(2)(iii) of the Treasury regulations) that the amount of dividends that will be paid with respect to the Common Stock while the Notes remain outstanding will be zero.

Common Stock Issued Upon Conversion. (a) Prior On or prior to issuing of any shares of Common Stock under this Article XI, and from time to time thereafter as may be necessarythe Issue Date, the Issuer Company will reserve, or cause the IPO Issuer to reserve, reserve out of its authorized but unissued shares of Common Stock Stock, for delivery upon conversion of Notes under this Indenture, a number of shares of Common Stock sufficient equal to permit the maximum number of shares of Common Stock issuable upon conversion of all then-outstanding Notes and the issuance assuming all such conversions were settled by delivering solely shares of Common Stock (other than cash in lieu of any IPO Redemption Premium, as applicablefractional shares of Common Stock). (b) Any shares of Common Stock delivered upon the conversion of the Notes will be newly issued shares or treasury shares, duly and validly issued, fully paid, nonassessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the holder Holder or other Person to whom such shares of Common Stock will be delivered). In addition, the Issuer Company will endeavor to comply, or cause the IPO Issuer to comply, comply promptly with all federal and state securities laws regulating the offer and delivery of any shares of Common Stock issuable upon conversion of the Notes; provided that the Company will not be obligated to register the offer and sale of such Common Stock under the Securities Act or any other applicable securities laws. The Company will also use commercially reasonable efforts to cause any shares of Common Stock issuable upon conversion of a Note to be listed on whatever stock exchange(s) the Common Stock is listed on the date the converting Holder becomes a record holder of such Common Stock. (c) If any shares of the Common Stock issued upon conversion will, upon delivery as part of the conversion obligation, be “restricted securities” (within the meaning of Rule 144 or any successor provision in effect at such time), such shares of Common Stock (i) will be issued in book-entry form through the books and records of the Transfer Agent; and (ii) will bear any restrictive legends the Issuer and/or the IPO Issuer Company or the Transfer Agent deem necessary to comply with applicable law and/or any provision of any applicable IPO Lockup Agreement; provided, however, that subject to any IPO Lockup Agreement, the Issuer and/or IPO Issuer shall cooperate with the applicable holder to have such restrictive legends removed as soon as permitted under applicable law, including but not limited to providing the Transfer Agent with any requested opinions and/or letters of instruction. (d) Prior to or effective upon the consummation of an IPO, the applicable IPO Issuer will execute and deliver a supplemental indenture to the Trustee and the Issuer pursuant to which such IPO Issuer will agree to become party to this Indenture and to deliver the Common Stock issuable under this Article XI. (e) The Issuer estimates (in accordance with section 1.871-15(i)(2)(iii) of the Treasury regulations) that the amount of dividends that will be paid with respect to the Common Stock while the Notes remain outstanding will be zero.