Common use of Subsequent Issuance Clause in Contracts

Subsequent Issuance. (a) The Issuer may issue Additional Notes: (i) upon exercise of exchange warrants by holders of ASLP units to acquire Notes and Common Stock of the Issuer pursuant to the terms thereof, subject to compliance with clause (u) of Section 4.03, provided that no Event of Default has occurred and is continuing at the time of such issuance, and (ii) (b) for other purposes in connection with issuances of the Issuer's IDSs or Common Stock, provided that (1) no Event of Default has occurred and is continuing at the time of such issuance, (2) the Incurrence of Indebtedness evidenced by such Additional Notes is permitted pursuant to Section 4.03, (3) the ratio of the aggregate principal amount of such Additional Notes over the number of such additional shares of the Issuer's Common Stock shall be equal to the equivalent ratio with respect to the Notes and Common Stock outstanding immediately after the Issue Date, (4) the Issuer uses any cash or property received from the issuance of such Additional Notes to acquire additional Intercompany Notes in an aggregate principal amount equal to the aggregate principal amount of such Additional Notes, and (5) such additional Intercompany Notes are made subject to the Pledge. (b) The Issuer agrees, and by purchasing the Notes each Holder shall be deemed to have agreed, that upon the issuance by the Issuer of any Additional Notes, if the Issuer determines that such Additional Notes should be assigned a different CUSIP number than the Original Notes, immediately following such issuance, a portion of each holder's Original Notes and/or Additional Notes, as applicable, will automatically, without any action by such holder, be exchanged (the "Automatic Exchange") for a portion of each other holder's Notes, such that immediately after the Automatic Exchange, each Holder will hold Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes in the same proportion as the ratio of the then outstanding aggregate principal amount of Notes such to the then outstanding aggregate principal amount of such Additional Notes. The aggregate stated principal amount of Notes owned by each holder will not change as a result of the Automatic Exchange. Immediately following the Automatic Exchange, the Issuer and the Trustee will instruct DTC to facilitate the combination of the Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes into indivisible units ("Unit Notes"). (c) At least [ten (10)] business days prior to the closing of the issuance of Additional Notes that will result in an Automatic Exchange, the Issuer shall notify the Trustee, in writing of its intention to consummate such subsequent issuance and shall instruct the Trustee and DTC to take any action necessary to effect the Automatic Exchange. Such notice may be revoked at any time prior to the date fixed for such Automatic Exchange. (d) The Issuer agrees, and by acceptance of beneficial ownership in the Notes each beneficial owner of the Notes shall be deemed to have agreed, that (1) the Issuer will report any "original issue discount" (as determined for U.S. federal income tax purposes) associated with the Original Notes and Additional Notes among all beneficial owners in proportion to their ownership of the aggregate principal amount of Notes and (2) each beneficial owner of the Notes shall report such original issue discount in this manner and shall not take an inconsistent position for any applicable tax purpose.

Subsequent Issuance. (a) The Issuer may issue Additional Notes: (i) upon exercise of exchange warrants by holders of ASLP units to acquire IDSs or Notes and Class A Common Stock of the Issuer pursuant to the terms thereofIssuer, subject to compliance with clause (u) of Section 4.03, provided that no Event of Default has occurred and is continuing at the time of such issuance, and; (ii) upon exercise of warrants held by any CDQ Partner on the Issue Date to acquire IDSs or Additional Notes and Capital Stock of the Issuer, subject to compliance with clause (bw) of Section 4.03; (iii) so long as the proceeds of such issuance are utilized to purchase from Holdings Intercompany Notes and equity units in Holdings, and Holdings uses such proceeds either to redeem from ASLP, or from former ASLP partners following dissolution of ASLP, the Intercompany Notes and equity units in Holdings, in each case, in the same principal amounts and proportions as the Notes and Class A Common Stock represented by the IDSs or to repurchase its Class B equity units held by the Issuer and the Issuer uses the proceeds of such repurchase to repurchase its Class B common stock provided any such issuance complies with clause (x) of Section 4.03 or to repurchase its Class B Common equity units held by the Issuer and the Issuer uses the proceeds of such repurchase to repurchase its Class B Common Stock; and (iv) for other purposes in connection with issuances of the Issuer's IDSs or Common Stockpurposes, provided that (1) no Event of Default has occurred and is continuing at the time of such issuance, (2) the Incurrence of Indebtedness evidenced by such Additional Notes is permitted pursuant to Section 4.03, (3) if such Additional Notes are issued in connection with issuances of IDSs or Class A Common Stock, the ratio of the aggregate principal amount of such Additional Notes over the number of such additional shares of the Issuer's Class A Common Stock shall be equal to the equivalent ratio with respect to the Notes and Class A Common Stock represented by the IDSs outstanding immediately after the Issue Dateprior to such issuance, (4) the Issuer uses any cash or property received from the issuance of such Additional Notes to acquire additional Intercompany Notes in an aggregate principal amount equal to the aggregate principal amount of such Additional Notes, and (5) such additional Intercompany Notes are made subject to the Pledge. (b) The Issuer agrees, and by purchasing the Notes each Holder shall be deemed to have agreed, that upon in the event there is a subsequent issuance by the Issuer of any Additional Notes, if the Issuer determines that such Additional Notes should be assigned a different CUSIP number than the Original Noteswith original issue discount, immediately following upon such issuanceissuance and upon any issuance of Additional Notes thereafter, a portion of each holder's Original such Holder’s Notes and/or Additional Notes, (whether held directly in book-entry form or held as applicablepart of IDSs), will automatically, without any action by such holder, be automatically exchanged (the "“Automatic Exchange"”) for a portion of each other holder's the Additional Notes purchased by the Holders of such Additional Notes, such that immediately after the Automatic Exchange, following any such additional issuance and automatic exchange each Holder will hold of the Notes issued prior to or the date IDSs (as the case may be) owns an inseparable unit composed of issuance of such the Notes and Additional Notes and such Additional Notes of each issuance in the same proportion as each other Holder, and the ratio records of DTC and the then outstanding aggregate principal amount of Notes Trustee will be revised to reflect each such to the then outstanding aggregate principal amount automatic exchange without any further action of such Additional NotesHolder. The aggregate stated principal amount of the Notes owned by each holder Holder will not change as a result of the Automatic Exchange. Immediately following the Automatic Exchange, the Issuer and the Trustee will instruct DTC to facilitate the combination of the Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes into indivisible units ("Unit Notes")automatic exchange. (c) At least [ten (10)] business days prior As a condition to the closing of the Company’s issuance of Additional Notes that will result in an Automatic ExchangeNotes, other than pursuant to the Option, the Issuer Board of Directors shall notify the Trustee, in writing receive an opinion of its intention to consummate such subsequent issuance and shall instruct the Trustee and DTC to take any action necessary to effect the Automatic Exchange. Such notice may be revoked at any time prior tax counsel to the date fixed for such Automatic Exchange. (d) The Issuer agrees, and by acceptance of beneficial ownership in effect that the Additional Notes each beneficial owner of the Notes shall should be deemed to have agreed, that (1) the Issuer will report any "original issue discount" (treated as determined debt for U.S. federal income tax purposes) associated . Except as provided in the next sentence, the Issuer shall not issue Additional Notes, other than pursuant to the overallotment option, unless it delivers to the Trustee prior to or simultaneously with such issuance an opinion of an independent advisor to the Original effect that, after giving effect to the incurrence of Indebtedness evidenced by such Additional Notes and Additional Notes among all beneficial owners in proportion to their ownership of related Note Guarantees, the aggregate principal amount of Notes Issuer and (2) each beneficial owner of the Notes shall report such original issue discount in this manner and shall not take an inconsistent position for any applicable tax purposeGuarantors are solvent.