Common use of Issuance of Exchange Securities Clause in Contracts

Issuance of Exchange Securities. The issuance of the Exchange Securities is duly authorized and, upon issuance in accordance with the terms hereof, the Exchange Securities shall be validly issued, fully paid and non-assessable. The shares of Common Stock issued upon conversion or exercise of the Exchange Securities (the “Underlying Shares”), when issued and delivered in accordance with the terms of the Exchange Securities, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. The shares of Common Stock issued upon exercise of the Exchange Securities, when issued and delivered in accordance with the terms of the Exchange Securities for the consideration expressed therein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Exchange Securities is exempt from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act and all of the shares of Common Stock issuable upon conversion of the Exchange Securities and upon exercise of the Exchange Securities will be freely transferable and freely tradable by each Holder without restriction pursuant to Rule 144 of the Securities Act, assuming the Holder is not an Affiliate and the holding period requirements of Rule 144 have been met. The shares of Common Stock issuable upon conversion or exercise, as applicable, of the Exchange Securities shall not bear any restrictive or other legends or notations. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Exchange Securities at least equal to 100% of the Required Minimum on the date hereof. “Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon exercise in full of all Exchange Securities or conversion in full of all Exchange Securities (including shares of Common Stock issuable as payment of interest on the Exchange Securities), ignoring any conversion or exercise limits set forth therein, and assuming that the Conversion Price or Exercise Price, as applicable, is at all times on and after the date of determination 75% of the then Conversion Price or Exercise Price, as applicable, on the Trading Day immediately prior to the date of determination.

Issuance of Exchange Securities. The issuance of the Exchange Primary Securities by the Company is duly authorized and, upon issuance conveyance in accordance with the terms hereof, the Exchange Primary Securities shall be validly issued, fully paid and non-assessableassessable and free from all free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, rights, proxies, equity or other adverse claim thereto (collectively, “Liens”). The shares of Common Stock issued upon conversion or exercise of Exchange Shares shall not bear any restrictive legend and shall be freely tradeable by the Exchange Securities (the “Underlying Shares”), when issued Holder pursuant to and delivered in accordance with Rule 144. Upon issuance in accordance herewith or pursuant to the terms of Rights, as applicable, the Exchange SecuritiesRights Shares, when issued, will be duly and validly issued, fully paid and non-assessable, nonassessable and free and clear of from all Liens (as defined below) imposed by with respect to the Companyissue thereof, other than restrictions on transfer under applicable state and federal securities laws. The shares with the holders being entitled to all rights accorded to a holder of Common Stock issued upon exercise of Stock. Upon issuance in accordance herewith or pursuant to the Exchange SecuritiesRights, as applicable, the New Warrant, when issued and delivered in accordance with the terms of the Exchange Securities for the consideration expressed thereinissued, will be duly and validly issued, fully paid and non-assessable, nonassessable and free and clear of from all Liens imposed by with respect to the Company, other than restrictions on transfer under applicable state and federal securities lawsissue thereof. Upon issuance pursuant to the New Warrant and full payment of the exercise price therefor, whether in cash, or if permitted by the terms of such New Warrant, in a cashless exercise in accordance therewith, the New Warrant Shares (as defined in the Side Letter), when issued, will be validly issued, fully paid and nonassessable and free from all Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance and conveyance in accordance herewith, the issuance conveyance by the Company of the Exchange Primary Securities (and upon exercise of the Rights, the Rights Shares and/or the New Warrant, as applicable, and upon exercise of the New Warrant, the New Warrant Shares) is exempt from the registration requirements of the Securities Act under Section 4(a)(23(a)(9) of the Securities Act and all of the shares of Common Stock issuable upon conversion of the Exchange Securities and upon exercise of the Exchange Securities will be freely transferable and freely tradable by each Holder without restriction pursuant to Rule 144 of the Securities Act, assuming the Holder is not an Affiliate and the holding period requirements of Rule 144 have been met. The shares of Common Stock issuable upon conversion or exercise, as applicable, of the Exchange Securities shall not bear any restrictive or other legends or notations. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Exchange Securities at least equal to 100% of the Required Minimum on the date hereof. “Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon exercise in full of all Exchange Securities or conversion in full of all Exchange Securities (including shares of Common Stock issuable as payment of interest on the Exchange Securities), ignoring any conversion or exercise limits set forth therein, and assuming that the Conversion Price or Exercise Price, as applicable, is at all times on and after the date of determination 75% of the then Conversion Price or Exercise Price, as applicable, on the Trading Day immediately prior to the date of determination.

Issuance of Exchange Securities. The issuance Subject to the conditions set forth in this Article XI, Parent may cause one or more Eligible Exchange Securities Issuers to issue Exchange Securities in respect of all or a portion of the outstanding Securities of a series (the “Existing Securities”), in one transaction or a series of successive transactions, without the consent of the Holders of the Existing Securities. If Parent elects to exchange Existing Securities pursuant to this Indenture, it shall notify the Trustee of the Exchange Date, the principal amount of Existing Securities is duly authorized to be exchanged, and, upon issuance in the event of a partial exchange, the applicable exchange rate (e.g., 1:1). Parent shall so notify the Trustee at least five Business Days before the Exchange Date (unless a shorter notice shall be satisfactory to the Trustee) by delivering to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such exchange will comply with the provisions of this Indenture and of the Existing Securities. Any such notice to the Trustee may be canceled at any time prior to the mailing of the applicable notice of such exchange to any Holder pursuant to Section 11.04 and shall thereupon be void and of no effect. Notwithstanding the foregoing, neither P66 Company nor PDI shall issue any Exchange Securities unless in a substantially concurrent transaction, PSXP shall issue an identical amount of Exchange Securities in accordance with the terms hereof, this Article XI and the Exchange Securities shall be validly issued, fully paid issued by P66 Company and non-assessable. The shares of Common Stock issued upon conversion or exercise of the Exchange Securities (the “Underlying Shares”), when issued and delivered in accordance with the terms of the Exchange Securities, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. The shares of Common Stock issued upon exercise of the Exchange Securities, when issued and delivered in accordance with the terms of the Exchange Securities for the consideration expressed therein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Exchange Securities is exempt from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act and all of the shares of Common Stock issuable upon conversion of the Exchange Securities and upon exercise of the Exchange Securities will be freely transferable and freely tradable by each Holder without restriction pursuant to Rule 144 of the Securities Act, assuming the Holder is not an Affiliate and the holding period requirements of Rule 144 have been met. The shares of Common Stock issuable upon conversion or exercisePDI, as applicable, shall have been cancelled. In the event an exchange of Existing Securities pursuant to this Article XI involves the issuance of Exchange Securities shall not bear any restrictive or other legends or notations. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the by more than one Exchange Securities at least equal to 100% of the Required Minimum Issuer in substantially concurrent transactions on the date hereof. same Exchange Date, the references to “Required MinimumExchange Securities” meansand “Exchange Securities Issuer” in Sections 11.03 and 11.04 shall apply only to the ultimate Exchange Securities issued and the ultimate Exchange Securities Issuer in such series of transactions and, for avoidance of doubt, only a single notice period and a single notice of exchange, as well as a single Opinion of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future Counsel pursuant to the Transaction Documents, including any shares of Common Stock issuable upon exercise in full of all Exchange Securities or conversion in full of all Exchange Securities (including shares of Common Stock issuable as payment of interest on the Exchange SecuritiesSection 11.03(10) and a single Officers’ Certificate pursuant to Section 11.03(11), ignoring any conversion or exercise limits set forth therein, and assuming that the Conversion Price or Exercise Price, as applicable, is at all times on and after the date shall be required in respect of determination 75% of the then Conversion Price or Exercise Price, as applicable, on the Trading Day immediately prior to the date of determinationsuch exchange.

Issuance of Exchange Securities. The issuance of the Exchange Securities is duly authorized and, upon issuance in accordance with the terms hereof, the Exchange Securities shall be validly issued, fully paid and non-assessable. The shares of Common Stock issued upon conversion or exercise of the Exchange Securities (the “Underlying Shares”)Securities, when issued and delivered in accordance with the terms of the Exchange Securities, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. The shares of Common Stock issued upon exercise of the Exchange Securities, when issued and delivered in accordance with the terms of the Exchange Securities for the consideration expressed therein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Exchange Securities is exempt from the registration requirements of the Securities Act under Section 4(a)(23(a)(9) of the Securities Act and all of the shares of Common Stock issuable upon conversion of the Exchange Securities and upon exercise of the Exchange Securities will be freely transferable and freely tradable by each the Holder without restriction pursuant to Rule 144 of the Securities Act, assuming the Holder is not an Affiliate and the holding period requirements of Rule 144 have been met. The shares of Common Stock issuable upon conversion or exercise, as applicable, of the Exchange Securities shall not bear any restrictive or other legends or notations. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Exchange Securities at least equal to 100300% of the Required Minimum on the date hereof. “Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon exercise in full of all Exchange Securities or conversion in full of all Exchange Securities (including shares of Common Stock issuable as payment of interest on the Exchange Securities), ignoring any conversion or exercise limits set forth therein, and assuming that the Conversion Price or Exercise Price, as applicable, is at all times on and after the date of determination 75% of the then Conversion Price or Exercise Price, as applicable, on the Trading Day immediately prior to the date of determination.

Issuance of Exchange Securities. The issuance of the Exchange Securities is duly authorized and, upon issuance in accordance with the terms hereof, the Exchange Securities shall be validly issued, fully paid and non-assessable. The shares of Common Stock issued upon conversion or exercise of the Exchange Securities (the “Underlying Shares”)Securities, when issued and delivered in accordance with the terms of the Exchange Securities, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. The shares of Common Stock issued upon exercise of the Exchange Securities, when issued and delivered in accordance with the terms of the Exchange Securities for the consideration expressed therein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Exchange Securities is exempt from the registration requirements of the Securities Act under Section 4(a)(23(a)(9) of the Securities Act and all of the shares of Common Stock issuable upon conversion or exercise of the Exchange Securities and upon exercise of the Exchange Securities will be freely transferable and freely tradable by each the Holder without restriction pursuant to Rule 144 of the Securities Act, assuming the Holder is not an Affiliate and the holding period requirements of Rule 144 have been met. The shares of Common Stock issuable upon conversion or exercise, as applicable, of the Exchange Securities shall not bear any restrictive or other legends or notations. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Exchange Securities at least equal to 100% of the Required Minimum on the date hereof. “Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon exercise in full of all Exchange Securities or conversion in full of all Exchange Securities (including shares of Common Stock issuable as payment of interest on the Exchange Securities), ignoring any conversion or exercise limits set forth therein, and assuming that the Conversion Price or Exercise Price, as applicable, is at all times on and after the date of determination 7594% of the then Conversion Price or Exercise Price, as applicable, on the Trading Day immediately prior to the date of determination.

Issuance of Exchange Securities. The issuance of the Exchange Securities is duly authorized and, upon issuance in accordance with the terms hereof, the Exchange Securities shall be validly issued, fully paid and non-assessable. The shares of Common Stock issued upon conversion or exercise of the Exchange Securities (the “Underlying Shares”)Securities, when issued and delivered in accordance with the terms of the Exchange Securities, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. The shares of Common Stock issued upon exercise of the Exchange Securities, when issued and delivered in accordance with the terms of the Exchange Securities for the consideration expressed therein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Exchange Securities is exempt from the registration requirements of the Securities Act under Section 4(a)(23(a)(9) of the Securities Act and all of the shares of Common Stock issuable upon conversion of the Exchange Securities and upon exercise of the Exchange Securities will be freely transferable and freely tradable by each the Holder without restriction pursuant to Rule 144 of the Securities Act, assuming the Holder is not an Affiliate and the holding period requirements of Rule 144 have been met. The shares of Common Stock issuable upon conversion or exercise, as applicable, of the Exchange Securities shall not bear any restrictive or other legends or notations. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Exchange Securities at least equal to 100% of the Required Minimum on the date hereof. “Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon exercise in full of all Exchange Securities or conversion in full of all Exchange Securities (including shares of Common Stock issuable as payment of interest on the Exchange Securities), ignoring any conversion or exercise limits set forth therein, and assuming that the Conversion Price or Exercise Price, as applicable, is at all times on and after the date of determination 75% of the then Conversion Price or Exercise Price, as applicable, on the Trading Day immediately prior to the date of determination.