Common use of Note Issuance Clause in Contracts

Note Issuance. The obligation of the Purchaser to purchase and pay for Notes on a Draw Date is subject to the satisfaction of the following conditions (unless otherwise waived by the Purchaser): (a) The Purchaser shall have received the applicable Draw Notice in accordance with the provisions set forth in Section 2.02. (b) The Parent and the Issuers shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Parent and the Issuers at or before such Draw Date, except to the extent that such failure to perform or comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; after giving effect to the issuance and sale of such Notes, no Default or Event of Default shall have occurred and be continuing under the Indenture. (c) The Exchange Securities issuable upon exchange of such Notes (including the Common Stock issuable upon exchange of Class B Common Stock and Class B Units comprising the applicable Exchange Securities) shall have been duly authorized and reserved and, when issued upon exchange of such Notes in accordance with the terms of the Indenture (or upon exchange of such Class B Common Stock and Class B Units in accordance with the terms of the Company Equityholders’ Agreement), shall be validly issued, and, in the case of the Common Stock and Class B Common Stock, fully paid and non-assessable, and the issuance of such Exchange Securities (including the Common Stock issuable upon exchange of Class B Common Stock and Class B Units comprising such Exchange Securities) shall not be subject to any preemptive or similar rights (other than, in the event of the termination of the Merger Agreement, as described in Section 9.02); provided, that this clause (c) shall be a condition to the Purchaser’s obligations hereunder if, and only if, the Purchaser shall have provided on a timely basis all approvals that may be necessary on its part in order to authorize the issuance of such Exchange Securities or waive any preemptive or similar rights that it may then have. (d) The Purchaser shall not be permitted to terminate the Merger Agreement pursuant to Section 6.1(c)(ii) thereof. (e) (x) The Agreement Condition shall have been satisfied, (y) the Build-Out Agreement shall be in full force and effect and (z) the Parent and the Issuers shall be in compliance with their respective obligations under the Build-Out Agreement; provided that this Section 5.02(e) shall not apply in respect of Draw Dates prior to August 1, 2013. (f) The Purchaser shall have received a certificate, dated such Draw Date and signed by an executive officer of the Parent and each Issuer, as to the matters set forth in clauses (b), (c), (d) and, if applicable, (e) of this Section 5.02. (g) All authorizations, approvals or permits, if any, of any Governmental Body or regulatory body of the United States or of any state that are required in connection with and prior to the lawful issuance and sale of such Notes (including the related Guarantees) shall have been obtained and effective as of such Draw Date (it being understood that this condition shall not apply to the Communications Act, the rules and regulations of the FCC, and applicable state and public utility law). (h) The Purchaser shall have received the written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, special New York counsel for the Parent, the Issuers and the Guarantors, substantially in the form of Exhibit A, dated as of such Draw Date. (i) The Indenture, in the form attached hereto as Exhibit B, shall have been duly executed and delivered by the Issuers and the Guarantors and shall be in full force and effect. (j) The Registration Rights Agreement, in the form attached hereto as Exhibit C, shall have been duly executed and delivered by the Parent, the Issuers and the Guarantors and shall be in full force and effect. (k) The Stock Delivery Agreement, in the form attached hereto as Exhibit D, shall have been duly executed and delivered by the Parent and the Issuers and shall be in full force and effect. (l) All corporate and other proceedings in connection with the transactions hereunder shall have been taken, and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the Purchaser, and the Purchaser shall have received all copies of such documents as it may reasonably request; provided, that this clause shall be a condition to the Purchaser’s obligations hereunder if, and only if, the Purchaser shall have provided on a timely basis all approvals that may be necessary on its part in connection with the transactions hereunder. (m) The Purchaser shall have received such documents and certificates as the Purchaser may reasonably request relating to the organization, existence and good standing of the Parent, the Issuers and the Guarantors and the authorization of the transactions hereunder, all in form and substance reasonably satisfactory to the Purchaser. (n) The Common Stock issuable upon exchange of such Notes (including the Common Stock issuable upon exchange of Class B Common Stock and Class B Units comprising the applicable Exchange Securities) shall have been approved for listing on NASDAQ. (o) The Issuers shall have provided the Purchaser with written instructions setting forth wire instructions for payment of the purchase price of the such Notes, including (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number and (c) the account name and number into which the purchase price for such Notes is to be deposited.