Common use of Status of Securities Clause in Contracts

Status of Securities. As of the Closing, the shares of Series A Preferred Stock to be issued pursuant to this Agreement and the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock will have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A Certificate, as applicable, the shares of Series A Preferred Stock will be validly issued, fully paid and nonassessable, will not be subject to preemptive rights of any other stockholder of the Company, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Series A Certificate or the Company’s certificate of incorporation, respectively. As of the Closing, the shares of Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall have been duly reserved for such issuance.

Status of Securities. (a) As a result of the Closingapproval by the Board referred to in Section 3.03, the shares of Series A Preferred Stock Notes to be issued pursuant to this Agreement and the shares Notes, the Preferred Shares to be issued upon the maturity of Common Stock the Notes and pursuant to the Notes and the Certificate of Designation and the Conversion Securities to be issued upon conversion of the Series A Preferred Stock will Convertible Securities, have been duly authorized and (as applicable) reserved for issuance by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement Agreement, the Notes or the Series A CertificateCertificate of Designation, as applicable, the shares of Series A Preferred Stock such securities will be validly issued, fully paid and nonassessable, will not be subject to preemptive rights of any other stockholder shareholder of the Company, and will effectively vest in the Investors good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, Act and any applicable state, foreign or other state securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock Convertible Securities into Conversion Securities pursuant to and in accordance with the terms and conditions Notes and/or the Certificate of the Series A CertificateDesignation, the shares of Common Stock Conversion Securities issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other stockholder shareholder of the Company, and will effectively vest in the Purchaser Investors good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, Act and any applicable state, foreign or other state securities Laws, this Agreement, and Liens incurred by the Purchaser. The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock Shares, Notes and the Common Stock Conversion Securities are as stated in the Series A Certificate or the Company’s certificate Organizational Documents (including the M&AA and Certificate of incorporationDesignation, respectively. As of as applicable) and the Closing, the shares of Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall have been duly reserved for such issuanceNotes.

Status of Securities. As a result of the Closingapproval by the Board referred to in Section 3.03(a), the shares of Series A B Preferred Stock to be issued pursuant to this Agreement Agreement, and the shares of Company Common Stock to be issued upon conversion of the Series A B Preferred Stock will Stock, have been duly authorized and reserved for issuance by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A CertificateStatement With Respect to Shares, as applicable, the shares of Series A Preferred Stock will such securities shall be validly issued, fully paid and nonassessablenonassessable (whether or not the Subsequent Closing occurs), will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions imposed by the Securities Act, the articles of incorporation and bylaws of the Company, Section 5.08 of this Agreement and any applicable statestate securities Laws and any Liens arising due to actions by or on behalf of the Investor, foreign or other securities Laws, this Agreement, and including Liens incurred contemplated by the PurchaserIssuer Agreement. Upon any conversion of any shares of Series A B Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of into Company Common Stock pursuant to and in accordance with the terms and conditions of the Series A CertificateStatement With Respect to Shares, the shares of Company Common Stock issued upon such conversion or redemption will shall be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good title to all such securities, be free and clear of all Liensliens, except restrictions imposed by the Securities Act, the articles of incorporation and bylaws of the Company, Section 5.08 of this Agreement and any applicable statestate securities Laws and any Liens arising due to actions by or on behalf of the Investor, foreign or other securities Laws, this Agreement, and including Liens incurred contemplated by the PurchaserIssuer Agreement. The respective rights, preferences, privileges, and restrictions of the Series A B Preferred Stock and the Company Common Stock are as of the Initial Closing and Subsequent Closing, as applicable, will be as stated in the Series A Certificate or the Company’s certificate articles of incorporation, respectively. As incorporation and bylaws of the Closing, Company (including the shares of Common Stock Statement With Respect to be issued upon any conversion or redemption of the Purchased Shares shall have been duly reserved for such issuanceShares).

Status of Securities. As of the Closing, the shares of The Series A Preferred Stock Preference Shares to be issued pursuant to this Agreement and the shares of Common Stock Shares to be issued upon conversion of the Series A Preferred Stock will Preference Shares have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A Certificate, as applicable, the shares of Series A Preferred Stock Preference Shares will be validly issued, fully paid and nonassessable, will not be subject to preemptive rights of any other stockholder of the Company, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other stockholder shareholder of the Company, and will effectively vest in the Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Lawslaws, this Agreementthe Shareholders’ Agreement and Liens incurred by the Purchaser. Upon any conversion of any Series A Preference Shares into Common Shares pursuant to the Series A Certificate, the Common Shares issued upon such conversion will be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other shareholder of the Company, and will effectively vest in the Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities laws, the Shareholders’ Agreement and Liens incurred by the Purchaser. The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock Preference Shares and the Common Stock Shares are as stated in Bye-laws and the Series A Certificate or the Company’s certificate of incorporation, respectivelyCertificate. As of the Closing, the shares of The Common Stock Shares to be issued upon any conversion or redemption of the Purchased Preference Shares shall into Common Shares have been duly reserved for such issuance.

Status of Securities. As Subject to the receipt of the ClosingStockholder Approval, the shares of Series A Preferred Purchased Stock to be issued pursuant to this Agreement and the shares of Class A Common Stock to be issued upon conversion of the Series A such Preferred Stock will Stock, have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A CertificateAgreement, as applicable, the shares of Series A Preferred Stock such securities will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchasers good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 5.2, the Certificate and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series into Class A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Class A Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser Purchasers good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 5.2, the Certificate and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. The respective rights, preferences, privileges, privileges and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Series A Certificate of Incorporation (including the Certificate) or as otherwise provided by the Company’s certificate of incorporation, respectively. As mandatory provisions of the Delaware General Corporate Law. At or prior to Closing, the maximum number of shares of Class A Common Stock to be issued upon any conversion or redemption of the Purchased Shares shares of Preferred Stock into Class A Common Stock shall have been duly reserved for such issuance and approved for listing on the NYSE, subject to official notice of issuance.

Status of Securities. As The Notes, and, following the approval and adoption of the ClosingCertificate of Incorporation Amendment, the shares of Series A Preferred Stock to be issued pursuant to this Agreement and the shares of Common Stock to be issued issuable upon conversion of the Series A Preferred Stock will Notes have been and shall be duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A Certificate, as applicableAgreement, the shares of Series A Preferred Stock Notes will be validly issuedlegal, fully paid valid and nonassessablebinding obligations, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the CompanyIssuer, and will effectively vest in each Purchaser good and marketable title to all Notes acquired by such Purchaser pursuant to this Agreement, be free and clear of all Liens, except restrictions imposed by the Securities Act, Act and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Notes into Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificatethereof, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the CompanyIssuer, and will effectively vest in the Purchaser Purchasers good and marketable title to all such securitiesshares of Common Stock, be free and clear of all Liens, except restrictions imposed by the Securities Act, Act and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. The respective rights, preferences, privileges, privileges and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Series A Certificate of Incorporation or as otherwise provided by the Company’s certificate of incorporation, respectively. As mandatory provisions of the DGCL. At or prior to Closing, the 90,000,000 shares of Common Stock to be issued upon any conversion or redemption of the Purchased Shares JSC Notes into Common Stock shall have been duly reserved for such issuanceissuance and Issuer shall have made the Nasdaq Listing Submission with respect to such shares of the Common Stock.

Status of Securities. As of the ClosingThe Purchased Preferred Stock, the shares of Series A Preferred Stock to be issued pursuant to this Agreement and the shares of Common Stock to be issued upon conversion of the Series A Purchased Preferred Stock will Stock, have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A Certificate, as applicable, the shares of Series A Preferred Stock such securities will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good and marketable title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, Section 4.2 and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. Upon any conversion of any shares of Series A Purchased Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of into Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good and marketable title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, Section 4.2 and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. The respective rights, preferences, privileges, and restrictions of the Series A Convertible Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A Certificate or the Company’s certificate of incorporation, respectivelyCertificate). As of the Closing, the The shares of Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall shares of Convertible Preferred Stock into Common Stock have been duly reserved for such issuance.

Status of Securities. As The Notes, and, following the approval and adoption of the ClosingCertificate of Incorporation Amendment, the shares of Series A Preferred Stock to be issued pursuant to this Agreement and the shares of Common Stock to be issued issuable upon conversion exchange of the Series A Preferred Stock will Notes have been and shall be duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A Certificate, as applicableAgreement, the shares of Series A Preferred Stock Notes will be validly issuedlegal, fully paid valid and nonassessablebinding obligations, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the CompanyParent, and will effectively vest in each Purchaser good and marketable title to all Notes acquired by such Purchaser pursuant to this Agreement, be free and clear of all Liens, except restrictions imposed by the Securities Act, Act and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. Upon any conversion exchange of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Notes into Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificatethereof, the shares of Common Stock issued upon such conversion or redemption exchange will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the CompanyParent, and will effectively vest in the Purchaser Purchasers good and marketable title to all such securitiesshares of Common Stock, be free and clear of all Liens, except restrictions imposed by the Securities Act, Act and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. The respective rights, preferences, privileges, privileges and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Series A Certificate of Incorporation or as otherwise provided by the Company’s certificate of incorporation, respectively. As mandatory provisions of the DGCL. At or prior to Closing, the 90,000,000 shares of Common Stock to be issued upon any conversion or redemption exchange of the Purchased Shares JSC Notes into Common Stock shall have been duly reserved for such issuanceissuance and Parent shall have made the Nasdaq Listing Submission with respect to such shares of the Common Stock.

Status of Securities. As of the Closing, the The shares of Series A Preferred Stock to be issued pursuant to this Agreement Agreement, and the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock will Stock, have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A Certificate, as applicable, the shares of Series A Preferred Stock will such securities shall be validly issued, fully paid and nonassessable, will not be subject to preemptive rights of any other stockholder of the Company, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, and will shall not be subject to preemptive rights of any other stockholder of the Company, and will shall effectively vest in the Purchaser good title to all such securities, free and clear of all LiensLiens (other than restrictions arising under applicable securities Laws), except restrictions imposed by the Securities Act, the Shareholder’s Agreement and any applicable statestate or foreign securities laws. Upon any conversion of any shares of Series A Preferred Stock into Common Stock pursuant to the Series A Certificate, foreign or the shares of Common Stock issued upon such conversion shall be validly issued, fully paid and nonassessable, and shall not be subject to preemptive rights of any other stockholder of the Company, and shall effectively vest in the Purchaser good title to all such securities, free and clear of all Liens (other than restrictions arising under applicable securities Laws), this Agreement, and Liens incurred except restrictions imposed by the PurchaserSecurities Act, the Shareholder’s Agreement and any applicable state or foreign securities laws. The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A Certificate or the Company’s certificate of incorporation, respectivelyCertificate). As of the Closing, the The shares of Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall shares of Series A Preferred Stock into Common Stock have been duly reserved for such issuance.

Status of Securities. As of the Closing, the The shares of Series A Preferred Stock to be issued pursuant to this Agreement and the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock will have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A Certificate, as applicable, the shares of Series A Preferred Stock will be validly issued, fully paid and nonassessable, will not be subject to preemptive rights of any other stockholder of the Company, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, the Stockholders’ Agreement and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, the Stockholders’ Agreement and Liens incurred by the Purchaser. The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock and the Common Stock are as stated in Certificate of Incorporation or, in respect of the Series A Certificate or Preferred Stock, in the Company’s certificate of incorporation, respectivelySeries A Certificate. As of the Closing, the shares of Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall have been duly reserved for such issuance.

Status of Securities. As The Shares shall be deemed “restricted securities” as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). The acquisition by the Investor of the Closing, the shares of Series A Preferred Stock to be issued pursuant to this Agreement and the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock will have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A Certificate, as applicable, the shares of Series A Preferred Stock will be validly issued, fully paid and nonassessable, will not Shares shall be subject to preemptive rights an exemption from the registration requirements of any other stockholder of the Company, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions under Section 4(a)(2) of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock Act and the Common Stock are as stated in rules and regulations promulgated thereunder. Certificates representing the Series A Certificate or the Company’s certificate of incorporation, respectively. As of the Closing, the shares of Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall bear a restrictive legend in substantially the following form, until such time as the Shares have been duly reserved registered for such issuanceresale: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE U.S SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Status of Securities. As of the ClosingThe Preferred Shares to be issued pursuant to this Agreement, the shares of Series A Preferred Stock to be issued pursuant upon conversion of the Series B Preferred Stock (subject to this Agreement the Stockholder Approval), and the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock will have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement Agreement, the Series A Certificate or the Series A B Certificate, as applicable, the shares of Series A Preferred Stock such securities will be validly issued, fully paid and nonassessable, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good title to all such securities, free and clear of all LiensLiens (other than Liens incurred by the Purchaser and restrictions arising under applicable securities Laws), except restrictions imposed by the Securities Act, any applicable state, state or foreign or other securities Laws, this laws and the Stockholder Rights Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of into Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good title to all such securities, free and clear of all LiensLiens (other than Liens incurred by the Purchaser, restrictions arising under applicable securities Laws), except restrictions imposed by the Securities Act, any applicable state, state or foreign or other securities Laws, this laws and the Stockholder Rights Agreement, and Liens incurred by the Purchaser. The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock, Series B Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A Certificate or and the Company’s certificate of incorporation, respectivelySeries B Certificate). As of the Closing, the The shares of Common Stock to be issued upon any conversion or redemption of the Purchased shares of Preferred Shares shall into Common Stock have been duly reserved for such issuance.

Status of Securities. (a) As a result of the Closingapproval by the Board referred to in Section 3.03, the shares of Series A Preferred Stock Shares to be issued pursuant to this Agreement Agreement, and the shares of Common Stock Conversion Securities to be issued upon conversion of the Series A Preferred Stock will Shares, have been duly authorized and reserved for issuance by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A CertificateCertificate of Designation, as applicable, the shares of Series A Preferred Stock such securities will be validly issued, fully paid and nonassessable, will not be subject to preemptive rights of any other stockholder shareholder of the Company, and will effectively vest in the Investors good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, Act and any applicable state, foreign or other state securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock Shares into Conversion Securities pursuant to and in accordance with the terms and conditions Certificate of the Series A CertificateDesignation, the shares of Common Stock Conversion Securities issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other stockholder shareholder of the Company, and will effectively vest in the Purchaser Investors good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, Act and any applicable state, foreign or other state securities Laws, this Agreement, and Liens incurred by the Purchaser. The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock Shares and the Common Stock Conversion Securities are as stated in the Series A Certificate or the Company’s certificate Organizational Documents (including the M&AA and Certificate of incorporationDesignation, respectively. As of the Closing, the shares of Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall have been duly reserved for such issuanceas applicable).

Status of Securities. As of the Closing, the shares of Series A Preferred Stock The Shares to be issued pursuant to this Agreement and the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock will Shares have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A Certificate, as applicableAgreement, the shares of Series A Preferred Stock Shares will be validly issued, fully paid and nonassessable, will not be subject to preemptive or similar rights of any other stockholder shareholder of the CompanyCompany or any restrictions on transfer under any contract to which the Company is a 11 party, other than restrictions arising under this Agreement, the Certificate of Designations or the Stockholders Agreement or restrictions arising under applicable securities Laws, and will effectively vest in each Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and than Liens incurred by the such Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, Shares into shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A CertificateCertificate of Designations, the such shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, and will not be subject to preemptive or similar rights of any other stockholder shareholder of the CompanyCompany or any restrictions on transfer under any contract to which the Company is a party, other than restrictions arising under this Agreement, the Certificate of Designations or the Stockholders Agreement or restrictions arising under applicable securities Laws, and will effectively vest in the each Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and than Liens incurred by the such Purchaser. The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Series A Certificate or the Company’s certificate of incorporation, respectively. As of the Closing, the shares of Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall have been duly reserved for such issuance.

Status of Securities. As of the Closing, the The shares of Series A Preferred Stock to be issued pursuant to this Agreement Purchased Stock, and the shares of Class A Common Stock to be issued upon conversion of the Series A such Preferred Stock will Stock, have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A CertificateAgreement, as applicable, the shares of Series A Preferred Stock such securities will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in each Purchaser good and marketable title to all such securities acquired by such Purchaser pursuant to this Agreement or the Certificate, be free and clear of all Liens, except restrictions imposed by the Securities Act, the Certificate and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series into Class A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Class A Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser Purchasers good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by the Securities Act, the Certificate and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. The respective rights, preferences, privileges, privileges and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Series A Certificate of Incorporation (including the Certificate) or as otherwise provided by the Company’s certificate of incorporation, respectively. As mandatory provisions of the DGCL. At or prior to Closing, the maximum number of shares of Class A Common Stock to be issued upon any conversion or redemption of the Purchased Shares shares of Preferred Stock into Class A Common Stock shall have been duly reserved for such issuance and approved for listing on the NYSE, subject to official notice of issuance.