Common use of Authorization and Issuance of the Shares Clause in Contracts

Authorization and Issuance of the Shares. The Shares issuable upon exercise of the Private Placement Warrants have been duly authorized and, when issued in accordance with the Private Placement Warrants, such Shares will be duly and validly issued, fully paid and non-assessable and will be free and clear of all liens, claims or encumbrances, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.