Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 2260 contracts
Samples: Preferred Shares Subscription Agreement (Pershing Square USA, Ltd.), Common Shares Subscription Agreement (Pershing Square USA, Ltd.), Private Placement Shares Purchase Agreement (Alchemy Investments Acquisition Corp 1)
Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of the such Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 61 contracts
Samples: Private Placement Warrants Purchase Agreement (Centurion Acquisition Corp.), Private Placement Warrants Purchase Agreement (Centurion Acquisition Corp.), Private Placement Warrants Purchase Agreement (GP-Act III Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement have been duly authorized and approved by the Purchaser. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 42 contracts
Samples: Warrant Purchase Agreement (OSN Streaming LTD), Private Placement Warrants Purchase Agreement (Henley Park Acquisition Corp.), Private Placement Warrants Purchase Agreement (Wejo Holdings Ltd.)
Authorization; No Breach. (ia) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 33 contracts
Samples: Placement Warrants Purchase Agreement (HCM II Acquisition Corp.), Underwriters Warrants Purchase Agreement (CENAQ Energy Corp.), Underwriters Warrants Purchase Agreement (CENAQ Energy Corp.)
Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of the each Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 31 contracts
Samples: Price Warrants Purchase Agreement (FG Merger II Corp.), Price Warrants Purchase Agreement (FG Merger III Corp.), Price Warrants Purchase Agreement (FG Merger II Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement have been duly authorized and approved by the Purchaser. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 18 contracts
Samples: Private Placement Units Purchase Agreement (Calisa Acquisition Corp), Private Placement Units Purchase Agreement (Cayson Acquisition Corp), Private Placement Units Purchase Agreement (RF Acquisition Corp II)
Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of the PurchaserPurchasers, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 17 contracts
Samples: Private Placement Warrants Purchase Agreement (Voyager Acquisition Corp./Cayman Islands), Private Placement Warrants Purchase Agreement (Voyager Acquisition Corp./Cayman Islands), Private Placement Warrants Purchase Agreement (Voyager Acquisition Corp./Cayman Islands)
Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ ' rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 12 contracts
Samples: Private Placement Warrant Purchase Agreement (Parabellum Acquisition Corp.), Private Placement Warrant Purchase Agreement (Parabellum Acquisition Corp.), Private Placement Warrant Purchase Agreement (Parabellum Acquisition Corp.)
Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of upon the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 11 contracts
Samples: Private Placement Units Purchase Agreement (CO2 Energy Transition Corp.), Private Placement Units Purchase Agreement (Vistas Acquisition Co II Inc.), Private Placement Units Purchase Agreement (EF Hutton Acquisition Corp I)
Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 8 contracts
Samples: Private Placement Shares Purchase Agreement (Social Capital Suvretta Holdings Corp. IV), Private Placement Shares Purchase Agreement (Social Capital Suvretta Holdings Corp. III), Private Placement Shares Purchase Agreement (Social Capital Suvretta Holdings Corp. I)
Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 6 contracts
Samples: Private Placement Warrants Purchase Agreement (Heartland Media Acquisition Corp.), Private Placement Warrants Purchase Agreement (Heartland Media Acquisition Corp.), Securities Purchase Agreement (Lerer Hippeau Acquisition Corp.)
Authorization; No Breach. (ia) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 4 contracts
Samples: Sponsor Warrants Purchase Agreement (Category Leader Partner Corp 1), Sponsor Warrants Purchase Agreement (Callodine Acquisition Corp), Private Placement Warrants Purchase Agreement (Adit EdTech Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the purchase of the Purchased Interests have been duly authorized by the Purchaser as of each Closing Date. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 3 contracts
Samples: Sponsor Interest Purchase Agreement (Scilex Holding Co), Sponsor Interest Purchase Agreement (Denali Capital Acquisition Corp.), Sponsor Interest Purchase Agreement (Scilex Holding Co)
Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of the PurchaserHolder, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 3 contracts
Samples: Sponsor Earnout Warrants Agreement (Playa Hotels & Resorts N.V.), Former Playa Shareholders (Playa Hotels & Resorts N.V.), Company Founder Warrants Agreement (Playa Hotels & Resorts N.V.)
Authorization; No Breach. (i) This Agreement constitutes a the valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 3 contracts
Samples: Sponsor Warrants Purchase Agreement, Sponsor Warrants Purchase Agreement (Haymaker Acquisition Corp.), Sponsor Warrants Purchase Agreement (Haymaker Acquisition Corp.)
Authorization; No Breach. (i) i. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 2 contracts
Samples: Private Placement Class a Common Stock Purchase Agreement (5:01 Acquisition Corp.), Common Stock Purchase Agreement (5:01 Acquisition Corp.)
Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of the Purchasereach Investor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 2 contracts
Samples: Private Placement Shares Purchase Agreement (Fortune Rise Acquisition Corp), Private Placement Shares Purchase Agreement (Fortune Rise Acquisition Corp)
Authorization; No Breach. (i) This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Jaws Juggernaut Acquisition Corp), Securities Purchase Agreement (Prospector Capital Corp.)
Authorization; No Breach. (ia) This Agreement constitutes a valid and binding obligation of the PurchaserBuyer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Raycliff Acquisition Corp), Securities Purchase Agreement (BHG Acquisition Corp)
Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 2 contracts
Samples: Charles Urbain Warrants Purchase Agreement (Thrive Acquisition Corp), Charles Urbain Warrants Purchase Agreement (Thrive Acquisition Corp)
Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of upon the PurchaserPurchasers, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 2 contracts
Samples: Private Placement Warrants Purchase Agreement (NorthView Acquisition Corp), Private Placement Warrants Purchase Agreement (NorthView Acquisition Corp)
Authorization; No Breach. (i) This his Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 2 contracts
Samples: Private Placement Shares Purchase Agreement (Perceptive Capital Solutions Corp), Private Placement Shares Purchase Agreement (ARYA Sciences Acquisition Corp V)
Authorization; No Breach. (i) This Agreement has been duly executed and delivered by each of the Buyer and constitutes a the valid and binding obligation of the PurchaserBuyer, enforceable against the Buyer in accordance with its terms, subject to except as limited by the application of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights generally and to general as limited by the availability of specific performance and the application of equitable principles (whether considered in a proceeding in equity or law)principles.
Appears in 1 contract
Samples: Stock Purchase Agreement (Safety Products Holdings, Inc.)
Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ ” rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 1 contract
Samples: Private Placement Warrants Purchase Agreement (Avalon Acquisition Inc.)
Authorization; No Breach. (i) This Agreement has been duly executed and delivered by each of the Buyer and constitutes a the valid and binding obligation of the PurchaserBuyer, enforceable against the Buyer in accordance with its terms, subject to except as limited by the application of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ ' rights generally and to general as limited by the availability of specific performance and the application of equitable principles (whether considered in a proceeding in equity or law)principles.
Appears in 1 contract
Samples: Stock Purchase Agreement (Honeywell International Inc)
Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, moratorium and other or similar laws of general applicability relating to to, or affecting generally the enforcement of, creditors’ rights and to general remedies or by equitable principles of general application (whether considered in a proceeding in equity or law).
Appears in 1 contract
Samples: Private Placement Warrants Purchase Agreement (Dynamix Corp)
Authorization; No Breach. (i) This Upon execution and delivery by the Purchaser, this Agreement constitutes will constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other conveyance or similar laws affecting the enforcement of general applicability relating to or affecting creditors’ rights generally and subject to general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding at law or in equity or lawequity).
Appears in 1 contract
Samples: Private Placement Warrants Purchase Agreement (Israel Amplify Program Corp.)
Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
Appears in 1 contract
Samples: Private Placement Shares Purchase Agreement (Aptorum Group LTD)
