Common use of Authorization; No Breach Clause in Contracts

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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 542 contracts

Samples: Private Placement Shares Purchase Agreement (Alchemy Investments Acquisition Corp 1), Private Placement Warrants Purchase Agreement (Translational Development Acquisition Corp.), Private Placement Warrants Purchase Agreement (Translational Development Acquisition Corp.)

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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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Closing Date Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 296 contracts

Samples: Warrants Purchase Agreement (SilverBox Corp III), Private Placement Units Purchase Agreement (Mars Acquisition Corp.), Warrant Purchase Agreement (SilverBox Corp III)

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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subjectsubject that would materially impact its ability to perform its obligations hereunder.

Appears in 284 contracts

Samples: Warrant Purchase Agreement (Prospect Energy Holdings Corp.), Warrant Purchase Agreement (Prospect Energy Holdings Corp.), Warrant Purchase Agreement (Prospect Energy Holdings 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 207 contracts

Samples: Common Shares Subscription Agreement (Pershing Square USA, Ltd.), Preferred Shares Subscription Agreement (Pershing Square USA, Ltd.), Private Placement Warrants Purchase Agreement (Roman DBDR Acquisition Corp. II)

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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the applicable Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 42 contracts

Samples: Warrant Purchase Agreement (Roman DBDR Tech Acquisition Corp. II), Sponsor Private Placement Agreement (Signal Hill Acquisition Corp.), Warrant Purchase Agreement (Atlantic Coastal Acquisition Corp. II)

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). (ii) The execution and delivery by the such Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the such Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the such Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the such Purchaser is subject.

Appears in 26 contracts

Samples: Private Placement Warrants Purchase Agreement (Agriculture & Natural Solutions Acquisition Corp), Private Placement Warrants Purchase Agreement (Agriculture & Natural Solutions Acquisition Corp), Private Placement Warrants Purchase Agreement (Nabors Energy Transition Corp. II)

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). (iib) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Closing Date Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 21 contracts

Samples: Underwriters Warrants Purchase Agreement (CENAQ Energy 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 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subjectsubject that would materially impact its ability to perform its obligations hereunder.

Appears in 18 contracts

Samples: Private Placement Shares Purchase Agreement (MELI Kaszek Pioneer Corp), Private Placement Warrants Purchase Agreement (Integral Acquisition Corp 1), Private Placement Warrants Subscription Agreement (Opy Acquisition Corp. I)

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). (ii) The execution and delivery by the such Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the such Purchaser does not and shall not as of each the Closing Date conflict with or result in a breach by the such Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the such Purchaser is subject.

Appears in 17 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) 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). (ii) The execution and delivery by the such Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the such Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the such Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the such Purchaser is subjectsubject that would materially impact its ability to perform its obligations hereunder.

Appears in 13 contracts

Samples: Private Placement Warrants Purchase Agreement (CM Life Sciences III Inc.), Private Placement Warrants Purchase Agreement (CM Life Sciences II Inc.), Private Placement Warrants Purchase Agreement (CM Life Sciences III 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not not, as of each Closing Date Date, conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 12 contracts

Samples: Private Placement Warrants Purchase Agreement (Lazard Healthcare Acquisition Corp. I), Private Placement Warrants Purchase Agreement (Israel Amplify Program Corp.), Private Placement Warrants Purchase Agreement (Israel Amplify Program 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). (ii) The execution and delivery by the each Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the such Purchaser does not and shall not as of each the Closing Date conflict with or result in a breach by the such Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the such Purchaser is subjectsubject that would materially impact its ability to perform its obligations hereunder.

Appears in 11 contracts

Samples: Warrants Purchase Agreement (FG Merger II Corp.), Warrants Purchase Agreement (FG Merger III Corp.), Warrants Purchase Agreement (FG Merger II 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). (ii) The execution and delivery by the each Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser Purchasers does not and shall not as of each Closing Date conflict with or result in a breach by the either Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the either Purchaser is subjectsubject that would materially impact its ability to perform its obligations hereunder.

Appears in 8 contracts

Samples: Private Placement Warrants Purchase Agreement (Landcadia Holdings IV, Inc.), Private Placement Warrants Purchase Agreement (Landcadia Holdings IV, Inc.), Private Placement Warrants Purchase Agreement (Empowerment & Inclusion Capital I 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Closing Date Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is are subject.

Appears in 7 contracts

Samples: Private Placement Warrants Purchase Agreement (NorthView Acquisition Corp), Private Placement Units Purchase Agreement (Bannix Acquisition Corp.), Private Placement Warrants Purchase Agreement (NorthView 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser Purchasers is subject.

Appears in 7 contracts

Samples: Private Placement Warrants Purchase Agreement (Fpa Energy Acquisition Corp.), Private Placement Warrants Purchase Agreement (ESH Acquisition Corp.), Private Placement Warrants Purchase Agreement (ESH 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of the organizational documents of the Purchaser or any other agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 7 contracts

Samples: Warrant Purchase Agreement (Education Media, Inc.), Warrant Purchase Agreement (Education Media, Inc.), Warrant Purchase Agreement (Education Media, Inc.)

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). (ii) The execution and delivery by the Purchaser Purchasers of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does Purchasers do not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser Purchasers of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is Purchasers are subject.

Appears in 6 contracts

Samples: Private Placement Warrants Purchase Agreement (Compass Digital Acquisition Corp.), Private Placement Warrants Purchase Agreement (Compass Digital Acquisition Corp.), Private Placement Units Purchase Agreement (Alpha Partners Technology Merger 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the applicable Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subjectsubject that would materially impact its ability to perform its obligations hereunder.

Appears in 6 contracts

Samples: Warrant Purchase Agreement (Seaport Global Acquisition II Corp.), Warrant Purchase Agreement (Seaport Global Acquisition II Corp.), Warrant Purchase Agreement (Seaport Calibre Materials 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does do not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 5 contracts

Samples: Private Placement Units Purchase Agreement (ROC Energy Acquisition Corp.), Private Placement Units Purchase Agreement (Semper Paratus Acquisition Corp), Private Placement Units Purchase Agreement (Semper Paratus Acquisition 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). (ii) The execution and delivery by the each Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the such Purchaser does not and shall not as of each the Closing Date Dates conflict with or result in a breach by the such Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the such Purchaser is subject.

Appears in 4 contracts

Samples: Private Placement Shares Purchase Agreement (TradeUP Acquisition Corp.), Private Placement Shares Purchase Agreement (TradeUP Acquisition Corp.), Private Placement Shares Purchase Agreement (TradeUP Acquisition 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). (ii) The execution and delivery by the each Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the each Purchaser does not and shall not as of each the Closing Date conflict with or result in a breach by the such Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the each Purchaser is subject.

Appears in 4 contracts

Samples: Private Placement Warrants Purchase Agreement (Capitol Investment Corp. IV), Founder Warrants Purchase Agreement (Capitol Acquisition Corp. III), Sponsor Warrants Purchase Agreement (Capitol Acquisition Corp. II)

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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall will not as of each the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Boxwood Merger Corp.), Securities Purchase Agreement (Boxwood Merger Corp.), Securities Purchase Agreement (Boxwood Merger Corp.)

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). (ii) The execution and delivery by the Purchaser Purchasers of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser Purchasers does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser Purchasers of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is Purchasers are subject.

Appears in 4 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 4 contracts

Samples: Private Units Purchase Agreement (Newbury Street Acquisition Corp), Private Units Purchase Agreement (Newbury Street Acquisition Corp), Private Units Purchase Agreement (Newbury Street 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not not, and shall will not as of each the Closing Date Date, conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 3 contracts

Samples: Private Placement Warrants Purchase Agreement (Spark I Acquisition Corp), Private Placement Warrants Purchase Agreement (Spark I Acquisition Corp), Private Placement Warrants Purchase Agreement (Spark I 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall will not as of each any Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 3 contracts

Samples: Sponsor Warrant Purchase Agreement, Warrant Purchase Agreement (Modern Media Acquisition Corp.), Warrant Purchase Agreement (Modern Media 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of of, any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 3 contracts

Samples: Private Placement Warrants Purchase Agreement (Corsair Partnering Corp), Private Placement Warrants Purchase Agreement (Corsair Partnering Corp), Private Placement Warrants Purchase Agreement (Corsair Partnering 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the applicable Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 3 contracts

Samples: Warrant Purchase Agreement (Parabellum Acquisition Corp.), Warrant Purchase Agreement (Parabellum Acquisition Corp.), Warrant Purchase Agreement (Parabellum Acquisition Corp.)

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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 3 contracts

Samples: Sponsor Warrants Purchase Agreement, Sponsor Warrants Purchase Agreement (Haymaker Acquisition Corp.), Warrant Purchase Agreement (Haymaker Acquisition 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). (ii) The execution and delivery by the each Purchaser of this Agreement and the fulfillment of and compliance with the respective terms hereof by the each Purchaser does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of the organizational documents of such Purchaser, if any, or any other agreement, instrument, order, judgment or decree to which the such Purchaser is subject.

Appears in 3 contracts

Samples: Sponsors’ Warrants Securities Purchase Agreement (Overture Acquisition Corp.), Sponsors’ Warrants Securities Purchase Agreement (Overture Acquisition Corp.), Sponsors’ Warrants Securities Purchase Agreement (Overture 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.subject that would materially impact its ability to perform its obligations hereunder..

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Megalith Financial Acquisition Corp), Private Placement Warrants Purchase Agreement (Mudrick Capital 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). (iib) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Closing Date Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 2 contracts

Samples: Sponsor Warrants Purchase Agreement (Category Leader Partner Corp 1), Sponsor Warrants Purchase Agreement (Callodine Acquisition 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). (iib) The execution and delivery by the Purchaser Buyer of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser Buyer does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of the organizational documents of the Buyer or any other agreement, instrument, order, judgment or decree to which the Purchaser Buyer is subject.

Appears in 2 contracts

Samples: Securities Purchase Agreement (BHG Acquisition Corp), Securities Purchase Agreement (Raycliff 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the respective terms hereof by the Purchaser does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of the organizational documents of the Purchaser, as in effect and as may be amended from time to time, or any other agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 2 contracts

Samples: Sponsors' Warrants Purchase Agreement (Prospect Acquisition Corp), Sponsors' Warrants Purchase Agreement (Prospect 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the such Purchaser does not and shall not as of each the Closing Date conflict with or result in a breach by the such Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the such Purchaser is subjectsubject that would materially impact its ability to perform its obligations hereunder.

Appears in 2 contracts

Samples: Warrant Purchase Agreement (Aldel Financial II Inc.), Warrant Purchase Agreement (Aldel Financial II 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each applicable Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Tio Tech A), Private Placement Warrants Purchase Agreement (Tio Tech A)

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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not not, as of each the Closing Date Date, conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Capitalworks Emerging Markets Acquisition Corp), Private Placement Warrants Purchase Agreement (Capitalworks Emerging Markets Acquisition Corp)

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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). (iib) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subjectsubject that would materially impact its ability to perform its obligations hereunder.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Dune Acquisition Corp), Private Placement Warrants Purchase Agreement (Dune 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of of, any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (L&F Acquisition Corp.), Private Placement Warrants Purchase Agreement (L&F 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). (ii) The execution and delivery by the Purchaser Purchasers of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser Purchasers does not and shall not as of each the Closing Date Dates conflict with or result in a breach by the Purchaser Purchasers of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is Purchasers are subject.

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 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the respective terms hereof by the Purchaser does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of the organizational documents of the Purchaser or any other agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 2 contracts

Samples: Sponsors’ Warrants Securities Purchase Agreement (Hanover-STC Acquisition Corp.), Sponsors’ Warrants Securities Purchase Agreement (Alternative Asset Management Acquisition Corp.)

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). (ii) The execution and delivery by the Purchaser Purchasers of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser Purchasers does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser Purchasers of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the each Purchaser is subject.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Haymaker Acquisition Corp. II), Private Placement Warrants Purchase Agreement (Haymaker Acquisition Corp. II)

Authorization; No Breach. (i) This Agreement constitutes a valid and binding obligation of the PurchaserFounder, 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). (ii) The execution and delivery by the Purchaser Founder of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser Founder does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of the organizational documents of the Founder or any other agreement, instrument, order, judgment or decree to which the Purchaser Founder is subject.

Appears in 2 contracts

Samples: Placement Unit Purchase Agreement (Aquasition Corp.), Placement Unit Purchase Agreement (Aquasition 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not not, as of each the IPO Closing Date Date, conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 2 contracts

Samples: Warrant Purchase Agreement (Coliseum Acquisition Corp.), Warrant Purchase Agreement (Coliseum 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment fulfilment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 2 contracts

Samples: Warrant Purchase Agreement (PepperLime Health Acquisition Corp), Warrant Purchase Agreement (PepperLime Health 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment judgement or decree to which the Purchaser is subject.

Appears in 2 contracts

Samples: Warrant Subscription Agreement (GS Acquisition Holdings Corp), Warrant Subscription Agreement (GS Acquisition Holdings 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Closing Date Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subjectsubject that would materially impact its ability to perform its obligations hereunder.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Sanaby Health Acquisition Corp. I), Private Placement Warrants Purchase Agreement (Sanaby Health Acquisition Corp. I)

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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Initial Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subjectsubject that would materially impact its ability to perform its obligations hereunder.

Appears in 2 contracts

Samples: Private Placement Warrants Subscription Agreement (Rodgers Silicon Valley Acquisition Corp), Private Placement Warrants Subscription Agreement (Rodgers Silicon Valley Acquisition Corp)

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). (ii) The execution and delivery by the Purchaser Holder of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser Holder does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser Holder of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser Holder is subject.

Appears in 1 contract

Samples: Sponsor Earnout Warrants Agreement (Playa Hotels & Resorts N.V.)

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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Closing Date Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 1 contract

Samples: Private Placement Units Purchase Agreement (Sportsmap Tech 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). (iib) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (HCM II Acquisition 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). (ii) The execution and delivery by the Purchaser Purchasers of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser Purchasers does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser Purchasers of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which any of the Purchaser is Purchasers are subject.

Appears in 1 contract

Samples: Sponsor Warrants Purchase Agreement (JWC Acquisition Corp.)

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). (ii) The execution and delivery by the Purchaser Purchasers of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser Purchasers does not and shall not as of each the Closing Date Dates conflict with or result in a breach by the Purchaser Purchasers of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is Purchasers are subject.

Appears in 1 contract

Samples: Warrants Purchase Agreement (Revelstone Capital 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the IPO Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Noble Rock 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 1 contract

Samples: Sponsor Warrants Purchase Agreement (Hunter Maritime 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.. C.

Appears in 1 contract

Samples: Sponsor Warrants Purchase Agreement

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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Closing Date Dates conflict with or result in a breach by the such Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the such Purchaser is subject.

Appears in 1 contract

Samples: Private Placement Shares Purchase Agreement (Aptorum Group LTD)

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).. ​ (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.. ​

Appears in 1 contract

Samples: Private Placement Units Purchase Agreement (ITHAX 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of the organizational documents of the Purchaser or any other agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Education Media, 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). (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date the date hereof conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

Appears in 1 contract

Samples: Sponsor Warrant Purchase Agreement (Pershing Square SPARC Holdings, Ltd./De)

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