Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date. (ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 94 contracts
Samples: Warrant Purchase Agreement (Chenghe Acquisition Co.), Private Placement Warrants Purchase Agreement (Chenghe Acquisition Co.), Private Placement Warrants Purchase Agreement (Jaguar Global Growth Corp I)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved by the Company as of the each Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 76 contracts
Samples: Private Placement Warrants Purchase Agreement (Mindset Growth Opportunities I Corp.), Private Placement Warrants Subscription Agreement (NewHold Investment Corp. II), Private Placement Warrants Purchase Agreement (Achari Ventures Holdings Corp. I)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 52 contracts
Samples: Private Placement Warrants Purchase Agreement (Graf Global Corp.), Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition v Corp.), Private Placement Warrants Purchase Agreement (Graf Global Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing DateDates. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 52 contracts
Samples: Private Placement Warrants Purchase Agreement (Viscogliosi Brothers Acquisition Corp), Warrant Purchase Agreement (Viscogliosi Brothers Acquisition Corp), Private Placement Warrants Purchase Agreement (NorthView Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the applicable Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the applicable Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum and Articles restated certificate of Association incorporation of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 40 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) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation of the Company or the Bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 37 contracts
Samples: Warrant Purchase Agreement (Gores Holdings IX, Inc.), Warrant Purchase Agreement (Gores Holdings X, Inc.), Warrant Purchase Agreement (Gores Holdings IX, Inc.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended memorandum and Restated Memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 37 contracts
Samples: Private Placement Warrants Purchase Agreement (Bridgetown 3 Holdings LTD), Private Placement Warrants Purchase Agreement (Macondray Capital Acquisition Corp. I), Private Placement Warrants Purchase Agreement (Macondray Capital Acquisition Corp. I)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 29 contracts
Samples: Sponsor Warrants Purchase Agreement (SHUAA Partners Acquisition Corp I), Warrant Purchase Agreement (SHUAA Partners Acquisition Corp I), Warrant Purchase Agreement (SHUAA Partners Acquisition Corp I)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation of the Company or the Bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 28 contracts
Samples: Private Placement Warrants Purchase Agreement (LAVA Medtech Acquisition Corp.), Warrant Purchase Agreement (Fintech Ecosystem Development Corp.), Private Placement Warrants Purchase Agreement (LAVA Medtech Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved by the Company as of the each Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon each issuance of Private Placement Warrants in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 25 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) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum and Articles restated certificate of Association incorporation of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 23 contracts
Samples: Private Placement Warrants Purchase Agreement (99 Acquisition Group Inc.), Private Placement Warrants Purchase Agreement (99 Acquisition Group Inc.), Private Placement Warrants Purchase Agreement (99 Acquisition Group Inc.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 23 contracts
Samples: Warrant Purchase Agreement (Sports & Health Tech Acquisition Corp), Warrant Purchase Agreement (UTA Acquisition Corp), Warrant Purchase Agreement (UTA Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 17 contracts
Samples: Private Placement Warrants Purchase Agreement (AfterNext HealthTech Acquisition Corp.), Private Placement Warrants Purchase Agreement (AfterNext HealthTech Acquisition Corp.), Private Placement Warrants Purchase Agreement (AfterNext HealthTech Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, 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). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended at or prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 17 contracts
Samples: Private Placement Warrants Purchase Agreement (Roman DBDR Acquisition Corp. II), Warrant Purchase Agreement (Roman DBDR Acquisition Corp. II), Private Placement Warrants Purchase Agreement (Launch Two Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 16 contracts
Samples: Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition v Corp.), Private Placement Warrants Purchase Agreement (GP-Act III Acquisition Corp.), Private Placement Warrants Purchase Agreement (GP-Act III Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the IPO Closing Date. This Agreement constitutes the valid and binding obligation of the Company, 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). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares Class A shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum and Articles restated certificate of Association incorporation of the Company or the amended and restated bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 14 contracts
Samples: Private Placement Warrants Purchase Agreement (Excolere Acquisition Corp.), Private Placement Warrants Purchase Agreement (McLaren Technology Acquisition Corp.), Private Placement Warrants Purchase Agreement (McLaren Technology Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 13 contracts
Samples: Warrant Purchase Agreement (LCP Acquisition Corp), Sponsor Warrants Purchase Agreement (LCP Acquisition Corp), Warrant Purchase Agreement (RMG Acquisition Corp. IV)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, of and compliance with, with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles Certificate of Association Incorporation of the Company or the Bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 12 contracts
Samples: Private Placement Warrants Purchase Agreement (First Reserve Sustainable Growth Corp.), Private Placement Warrants Purchase Agreement (First Reserve Sustainable Growth Corp.), Private Placement Warrants Purchase Agreement (LF Capital Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the issuance of the Private Placement Warrants Units (and the underlying Securities), have been duly authorized by the Company as of each of the Closing DateDates. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement WarrantsAgreement, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, including the issuance of the Private Units (and the underlying Securities), do not and will not as of any of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (each, as in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under United States federal or state securities laws.
Appears in 12 contracts
Samples: Unit Purchase Agreement (Monocle Acquisition Corp), Unit Purchase Agreement (Monocle Acquisition Corp), Unit Purchase Agreement (Monocle Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have transactions contemplated hereby has been duly authorized by the Company as of the Closing DateDates. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates. Upon issuance in accordance with, and payment pursuant to, the terms of the Right Agreement and this Agreement, the Private Rights will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement WarrantsAgreement, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (each, as in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under United States federal or state securities laws.
Appears in 12 contracts
Samples: Unit Purchase Agreement (GigCapital2, Inc.), Unit Purchase Agreement (GigCapital2, Inc.), Unit Purchase Agreement (GigCapital2, Inc.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved by the Company as of the Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 12 contracts
Samples: Private Placement Warrants Subscription Agreement (Opy Acquisition Corp. I), Private Placement Warrants Subscription Agreement (Opy Acquisition Corp. I), Private Placement Warrants Subscription Agreement (Williams Rowland Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 11 contracts
Samples: Private Placement Warrants Purchase Agreement (Graf Global Corp.), Private Placement Warrants Purchase Agreement (Graf Global Corp.), Private Placement Warrants Purchase Agreement (Centurion Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Initial Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (aA) conflict with or result in a breach of the terms, conditions or provisions of, (bB) constitute a default under, (cC) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (dD) result in a violation of, or (eE) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (the “Articles”) (as in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 9 contracts
Samples: Sponsor Warrants Purchase Agreement (Black Spade Acquisition II Co), Sponsor Warrants Purchase Agreement (Black Spade Acquisition II Co), Warrant Purchase Agreement (VinFast Auto Pte. Ltd.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Date: (a) conflict with or result in a breach of the terms, conditions or provisions of, ; (b) constitute a default under, ; (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, ; (d) result in a violation of, ; or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum and Articles restated certificate of Association incorporation of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 9 contracts
Samples: Private Placement Warrants Purchase Agreement (OmniLit Acquisition Corp.), Private Placement Warrants Purchase Agreement (OmniLit Acquisition Corp.), Private Placement Warrants Purchase Agreement (Minority Equality Opportunities Acquisition Inc.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Private Placement Warrants Shares have been duly authorized by the Company as of the Closing DateDates. This Each of this Agreement and the Registration Rights Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants this Agreement will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates, as the case may be.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, Registration Rights Agreement and the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 9 contracts
Samples: Private Placement Shares Purchase Agreement (Prime Number Acquisition I Corp.), Private Placement Shares Purchase Agreement (Prime Number Acquisition I Corp.), Private Placement Shares Purchase Agreement (Prime Number Acquisition I Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 9 contracts
Samples: Private Placement Warrants Purchase Agreement (Talon 1 Acquisition Corp), Private Placement Warrants Purchase Agreement (Talon 1 Acquisition Corp), Private Placement Warrants Purchase Agreement (Talon 1 Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants (and underlying securities) will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Date: (aA) conflict with or result in a breach of the terms, conditions or provisions of, (bB) constitute a default under, (cC) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (dD) result in a violation of, or (eE) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended memorandum and Restated Memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 8 contracts
Samples: Private Placement Warrants Purchase Agreement (PowerUp Acquisition Corp.), Private Placement Warrants Purchase Agreement (PowerUp Acquisition Corp.), Private Placement Warrants Purchase Agreement (CHW Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates: (aA) conflict with or result in a breach of the terms, conditions or provisions of, (bB) constitute a default under, (cC) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (dD) result in a violation of, or (eE) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 8 contracts
Samples: Private Placement Warrants Purchase Agreement (Ads-Tec Energy Public LTD Co), Private Placement Warrants Purchase Agreement (Ads-Tec Energy Public LTD Co), Private Placement Warrants Purchase Agreement (Ads-Tec Energy Public LTD Co)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Initial Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended memorandum and Restated Memorandum and Articles articles of Association association of the Company or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 8 contracts
Samples: Sponsor Warrants Purchase Agreement (Pegasus Digital Mobility Acquisition Corp.), Sponsor Warrants Purchase Agreement (Pegasus Digital Mobility Acquisition Corp.), Warrant Purchase Agreement (Endurance Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Initial Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation of the Company or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 8 contracts
Samples: Warrant Purchase Agreement (Revelstone Capital Acquisition Corp.), Warrants Purchase Agreement (Revelstone Capital Acquisition Corp.), Warrant Purchase Agreement (Revelstone Capital Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing DateDates. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 8 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) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the IPO Closing Date. This Agreement constitutes the valid and binding obligation of the Company, 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). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares Class A ordinary shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 8 contracts
Samples: Private Placement Warrants Purchase Agreement (Austerlitz Acquisition Corp II), Private Placement Warrants Purchase Agreement (Austerlitz Acquisition Corp I), Private Placement Warrants Purchase Agreement (Austerlitz Acquisition Corp II)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing DateDates. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 8 contracts
Samples: Sponsor Warrants Purchase Agreement, Sponsor Warrants Purchase Agreement (Hennessy Capital Acquisition Corp. III), Sponsor Warrants Purchase Agreement (Hennessy Capital Acquisition Corp. III)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, of and compliance with, with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Certificate of Incorporation of the Company or the Amended and Restated Memorandum and Articles of Association Bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 8 contracts
Samples: Private Placement Warrants Purchase Agreement (Decarbonization Plus Acquisition Corp III), Warrant Purchase Agreement (Decarbonization Plus Acquisition Corp III), Private Placement Warrants Purchase Agreement (Decarbonization Plus Acquisition Corp II)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Purchaser Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Purchaser Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Purchaser Warrants, the issuance and sale of the Private Placement Purchaser Warrants, the issuance of the Shares of common stock upon exercise of the Private Placement Purchaser Warrants and the fulfillment of, of and compliance with, with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles Certificate of Association Incorporation of the Company in effect on or the date hereof or as may be amended prior to completion bylaws of the contemplated Public OfferingCompany, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
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) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended memorandum and Restated Memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 7 contracts
Samples: Sponsor Warrants Purchase Agreement (Saban Capital Acquisition Corp.), Warrant Purchase Agreement (Saban Capital Acquisition Corp.), Sponsor Warrants Purchase Agreement (Avista Healthcare Public Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved by the Company as of the each Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, 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). Upon each issuance of Private Placement Warrants in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 7 contracts
Samples: Private Placement Warrants Purchase Agreement (Acamar Partners Acquisition Corp. II), Warrant Purchase Agreement (Tishman Speyer Innovation Corp. II), Private Placement Warrants Purchase Agreement (Tishman Speyer Innovation Corp. II)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing DateDates. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a1) conflict with or result in a breach of the terms, conditions or provisions of, (b2) constitute a default under, (c3) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d4) result in a violation of, or (e5) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 7 contracts
Samples: Private Placement Warrants Purchase Agreement (Live Oak Crestview Climate Acquisition Corp.), Private Placement Warrants Purchase Agreement (Banner Acquisition Corp.), Private Placement Warrants Purchase Agreement (Banner Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation of the Company or the By Laws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 7 contracts
Samples: Warrant Purchase Agreement (Eagleline Acquisition Corp.), Warrant Purchase Agreement (Eagle Acquisition Corp.), Sponsor Warrants Purchase Agreement (Colony Global Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing DateDates. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity shares or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 6 contracts
Samples: Private Placement Warrants Purchase Agreement (Genesis Park Acquisition Corp.), Warrant Purchase Agreement (Genesis Park Acquisition Corp.), Private Placement Warrants Purchase Agreement (Genesis Park Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the applicable Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the applicable Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum and Articles restated certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
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) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares shares of Class A Common Stock upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles Certificate of Association Incorporation of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 6 contracts
Samples: Private Placement Warrants Purchase Agreement (RF Acquisition Corp.), Private Placement Warrants Purchase Agreement (RF Acquisition Corp.), Private Placement Warrants Purchase Agreement (RF Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 6 contracts
Samples: Warrant Purchase Agreement (Voyager Acquisition Corp./Cayman Islands), Private Placement Warrants Purchase Agreement (Voyager Acquisition Corp./Cayman Islands), Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition v Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Shares of common stock upon exercise of the Private Placement Sponsor Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation of the Company or the By Laws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 6 contracts
Samples: Warrant Purchase Agreement (Terrapin 3 Acquisition Corp), Warrant Purchase Agreement (Terrapin 3 Acquisition Corp), Warrant Purchase Agreement (WL Ross Holding Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Underwriter Warrants have been duly authorized by the Company as of the Closing DateDates. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Underwriter Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Underwriter Warrants, the issuance and sale of the Private Placement Underwriter Warrants, the issuance of the Shares upon exercise of the Private Placement Underwriter Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 6 contracts
Samples: Private Placement Warrants Purchase Agreement (Viscogliosi Brothers Acquisition Corp), Underwriter Private Placement Warrants Purchase Agreement (Viscogliosi Brothers Acquisition Corp), Private Placement Warrants Purchase Agreement (Iron Spark I Inc.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 6 contracts
Samples: Sponsor Warrants Purchase Agreement (MP Acquisition I Corp.), Sponsor Warrants Purchase Agreement (KLR Energy Acquisition Corp.), Sponsor Warrants Purchase Agreement (KLR Energy Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants Shares have been duly authorized and approved by the Company as of the each Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement WarrantsShares, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum and Articles restated certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 6 contracts
Samples: Private Placement Class a Common Stock Purchase Agreement (DA32 Life Science Tech Acquisition Corp.), Private Placement Class a Common Stock Purchase Agreement (DA32 Life Science Tech Acquisition Corp.), Private Placement Class a Common Stock Purchase Agreement (FS Development Corp. II)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (aA) conflict with or result in a breach of the terms, conditions or provisions of, (bB) constitute a default under, (cC) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (dD) result in a violation of, or (eE) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 6 contracts
Samples: Warrant Purchase Agreement (LIV Capital Acquisition Corp. II), Warrant Purchase Agreement (LIV Capital Acquisition Corp. II), Warrant Purchase Agreement (Silver Spike Acquisition Corp II)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares of common stock upon exercise of the Private Placement Warrants and the fulfillment of, of and compliance with, with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles Certificate of Association Incorporation of the Company in effect on or the date hereof or as may be amended prior to completion Bylaws of the contemplated Public OfferingCompany, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 6 contracts
Samples: Warrant Purchase Agreement (PENSARE ACQUISITION Corp), Warrant Purchase Agreement (PENSARE ACQUISITION Corp), Warrant Purchase Agreement (PENSARE ACQUISITION Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 6 contracts
Samples: Warrant Purchase Agreement (Ajax I), Sponsor Warrants Purchase Agreement (Ajax I), Sponsor Warrants Purchase Agreement (SCVX Corp.)
Authorization; No Breach. (i) The executionexecution and delivery of this Agreement, delivery the Warrant Agreement, the Founders’ Warrants and the Private Placement Warrants and performance of this Agreement and the Private Placement Warrants Warrant Agreement have been duly authorized by the Company as of the applicable Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon The Warrant Agreement constitutes, and upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Founders’ Warrants and the Private Placement Warrants will constitute constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms as of the applicable Closing Date.
(ii) The execution and delivery by the Company of this Agreement, the Warrant Agreement and the Private Placement Warrants, the sale and issuance and sale of each of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants Securities and the fulfillment of, of and compliance with, with the respective terms hereof and thereof by the Company, do not and will not as of the applicable Closing Date (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets underassets, (div) result in a violation of, or (ev) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles Certificate of Association Incorporation of the Company in effect on or the date hereof or as may be amended prior to completion bylaws of the contemplated Public OfferingCompany, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 5 contracts
Samples: Founders’ Securities Purchase Agreement (Leopard Acquisition Corp.), Founders’ Securities Purchase Agreement (Leopard Acquisition Corp.), Founders’ Securities Purchase Agreement (Leopard Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Second Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 5 contracts
Samples: Private Placement Warrants Purchase Agreement (CCIF Acquisition Corp.), Private Placement Warrants Purchase Agreement (CCIF Acquisition Corp.), Private Placement Warrants Purchase Agreement (CCIF Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants Units (and the underlying securities) have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants Units (and underlying securities) will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement WarrantsUnits (and the underlying securities), the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants Units (and the fulfillment of, underlying securities) and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Date: (aA) conflict with or result in a breach of the terms, conditions or provisions of, (bB) constitute a default under, (cC) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (dD) result in a violation of, or (eE) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended memorandum and Restated Memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 5 contracts
Samples: Private Placement Units Purchase Agreement (ITHAX Acquisition Corp.), Private Placement Units Purchase Agreement (ITHAX Acquisition Corp.), Private Placement Units Purchase Agreement (ITHAX Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 5 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) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing DateDates. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 5 contracts
Samples: Warrant Purchase Agreement (SC Health Corp), Private Placement Warrants Purchase Agreement (SC Health Corp), Private Placement Warrants Purchase Agreement (New Frontier Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing DateDates. This Agreement constitutes the a valid and binding obligation of the Company, 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). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 4 contracts
Samples: Warrants Purchase Agreement (Thimble Point Acquisition Corp. II), Warrant Purchase Agreement (Thimble Point Acquisition Corp.), Warrant Purchase Agreement (Thimble Point Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the IPO Closing Date. This Agreement constitutes the valid and binding obligation of the Company, 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). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the IPO Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares Class A shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, Company do not and will not as of the IPO Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, the “Articles”), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 4 contracts
Samples: Private Placement Warrants Purchase Agreement (AP Acquisition Corp), Private Placement Warrants Purchase Agreement (Ledger Acquisition Co), Private Placement Warrants Purchase Agreement (AP Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation of the Company or the Bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 4 contracts
Samples: Private Placement Warrants Purchase Agreement (Atlantic Avenue Acquisition Corp), Private Placement Warrants Purchase Agreement (Atlantic Avenue Acquisition Corp), Private Placement Warrants Purchase Agreement (Atlantic Avenue Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Initial Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
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), Warrant Purchase Agreement (Investcorp India Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Initial Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 4 contracts
Samples: Warrant Purchase Agreement (Social Capital Hedosophia Holdings Corp. II), Sponsor Warrants Purchase Agreement (Social Capital Hedosophia Holdings Corp. III), Warrant Purchase Agreement (Social Capital Hedosophia Holdings Corp. II)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants Warrant Agreement have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement WarrantsWarrant Agreement, the issuance and sale of the Private Placement Warrants, the issuance of the Class A Shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum and Articles restated certificate of Association incorporation of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 4 contracts
Samples: Warrant Purchase Agreement (Growth Capital Acquisition Corp.), Private Placement Warrants Purchase Agreement (Growth Capital Acquisition Corp.), Warrant Purchase Agreement (Growth Capital Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 4 contracts
Samples: Private Placement Warrants Purchase Agreement (One Madison Corp), Private Placement Warrants Purchase Agreement (One Madison Corp), Private Placement Warrants Purchase Agreement (One Madison Corp)
Authorization; No Breach. (i) The executionexecution and delivery of this Agreement, delivery the Warrant Agreement, and the Founders’ Warrants and performance of this Agreement and the Private Placement Warrants Warrant Agreement have been duly authorized by the Company as of the applicable Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon The Warrant Agreement constitutes, and upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, and the Private Placement Founders’ Warrants will constitute constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms as of the applicable Closing Date.
(ii) The execution and delivery by the Company of this Agreement, the Warrant Agreement and the Private Placement Warrants, the sale and issuance and sale of each of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants Securities and the fulfillment of, of and compliance with, with the respective terms hereof and thereof by the Company, do not and will not as of the applicable Closing Date (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under, (ciii) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets underassets, (div) result in a violation of, or (ev) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles Certificate of Association Incorporation of the Company in effect on or the date hereof or as may be amended prior to completion bylaws of the contemplated Public OfferingCompany, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 4 contracts
Samples: Founders’ Securities Purchase Agreement (Leopard Acquisition Corp.), Founders’ Securities Purchase Agreement (Leopard Acquisition Corp.), Founders’ Securities Purchase Agreement (Leopard Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Units, including the Shares and the Private Placement Warrants included in the Private Placement Units, have been duly authorized and approved by the Company as of the each Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement WarrantsUnits, the issuance and sale of the Private Placement WarrantsUnits, the issuance of the Private Placement Warrants and the Shares included in the Private Placement Units, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, of and compliance with, with the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice declaration, or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 4 contracts
Samples: Private Placement Units Purchase Agreement (Property Solutions Acquisition Corp. II), Private Placement Units Purchase Agreement (Property Solutions Acquisition Corp. II), Private Placement Units Purchase Agreement (Property Solutions Acquisition Corp. II)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the IPO Closing Date. This Agreement constitutes the valid and binding obligation of the Company, 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). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares Class A ordinary shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Private Placement Warrants Purchase Agreement (Trebia Acquisition Corp.), Private Placement Warrants Purchase Agreement (Trebia Acquisition Corp.), Private Placement Warrants Purchase Agreement (Trebia Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Private Placement Warrants Purchase Agreement (Fortress Capital Acquisition Corp), Private Placement Warrants Purchase Agreement (Fortress Capital Acquisition Corp), Private Placement Warrants Purchase Agreement (Fortress Capital Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved by the Company as of the each Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon each issuance of Private Placement Warrants in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or 101083191_3 decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Private Placement Warrants Purchase Agreement (Argus Capital Corp.), Warrant Purchase Agreement (Argus Capital Corp.), Private Placement Warrants Purchase Agreement (Argus Capital Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, of and compliance with, with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Private Placement Warrants Purchase Agreement (Electrum Special Acquisition Corp), Private Placement Warrants Purchase Agreement (Electrum Special Acquisition Corp), Private Placement Warrants Purchase Agreement (Electrum Special Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants Units have been duly authorized by the Company as of the each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, 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). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Units and the underlying Shares and Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement WarrantsUnits, the issuance and sale of the Private Placement WarrantsUnits, the issuance of the Shares upon exercise of the Private Placement Warrants Units and the fulfillment of, of and compliance with, with the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum and Articles restated certificate of Association incorporation of the Company or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, ) or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Private Placement Units Purchase Agreement (Glenfarne Merger Corp.), Private Placement Units Purchase Agreement (Glenfarne Merger Corp.), Private Placement Units Purchase Agreement (Glenfarne Merger Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Shares of common stock upon exercise of the Private Placement Sponsor Warrants and the fulfillment of, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the any Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance (a “Lien”) upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing withwith (collectively, “Filings”), any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum and Articles restated certificate of Association incorporation of the Company or the By Laws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings Filings required after the date hereof under federal or state securities laws.
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) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
(iii) The Purchaser acknowledges and agrees that the Private Placement Warrants and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the Effective Date. Pursuant to FINRA Rule 5110(e)(1), the Private Placement Warrants and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person during the foregoing 180-day period following the Effective Date, except to any underwriter or selected dealers participating in the Public Offering and the officers or partners, registered persons or affiliates or partners thereof.
(iv) The obligation of the Purchaser to purchase and pay for the Private Placement Warrants as provided herein shall be subject to the satisfaction of the conditions set forth in Section 4 of the underwriting agreement, dated as of the date hereof, by and between the Company and BTIG, LLC, as representative of the underwriters named therein (the “Underwriting Agreement”).
Appears in 3 contracts
Samples: Warrant Purchase Agreement (SHUAA Partners Acquisition Corp I), Warrant Purchase Agreement (SHUAA Partners Acquisition Corp I), Private Placement Warrants Purchase Agreement (SHUAA Partners Acquisition Corp I)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Private Placement Warrants Shares have been duly authorized by the Company as of the Closing DateDates. This Each of this Agreement, the Registration Rights Agreement and the Warrant Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants Shares will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates, as the case may be.
(ii) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Private Placement WarrantsShares, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 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) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Private Placement Warrants Purchase Agreement (TPG Pace Energy Holdings Corp.), Private Placement Warrants Purchase Agreement (TPG Pace Energy Holdings Corp.), Private Placement Warrants Purchase Agreement (TPG Pace Energy Holdings Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement $15 Exercise Price Warrants have been duly authorized and approved by the Company as of the Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon each issuance of $15 Exercise Price Warrants in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement $15 Exercise Price Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement $15 Exercise Price Warrants, the issuance and sale of the Private Placement $15 Exercise Price Warrants, the issuance of the Shares upon exercise of the Private Placement $15 Exercise Price Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles articles of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 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) The execution, delivery and performance of this Agreement and the Private Placement Purchased Warrants have been duly authorized by the Company as of the applicable Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Purchased Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the applicable Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Purchased Warrants, the issuance and sale of the Private Placement Purchased Warrants, the issuance of the Shares upon exercise of the Private Placement Purchased Warrants and the fulfillment of, of and compliance with, with the respective terms hereof and thereof by the Company, do not and will not as of the applicable Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the by-laws of the Company (as in effect on the date hereof or as may be amended prior up to completion of the contemplated Public Offeringapplicable Closing Date), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Warrant Subscription Agreement (GS Acquisition Holdings Corp), Warrant Subscription Agreement (GS Acquisition Holdings Corp II), Warrant Subscription Agreement (GS Acquisition Holdings Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation of the Company or the By-Laws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Sponsor Warrants Purchase Agreement (Crescent Acquisition Corp), Sponsor Warrants Purchase Agreement (Crescent Acquisition Corp), Warrant Purchase Agreement (Crescent Funding Inc.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement, the Warrant Agreement and the Private Placement Warrants Registration Rights Agreement have been duly authorized by the Company as of the Closing DateDates. This Each of this Agreement, the Warrant Agreement and the Registration Rights Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants this Agreement will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates, as the case may be.
(ii) The execution and delivery by the Company of this Agreement, Warrant Agreement and the Private Placement Warrants, Registration Rights Agreement and the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Private Placement Warrant Purchase Agreement (Acri Capital Acquisition Corp), Warrant Purchase Agreement (Acri Capital Acquisition Corp), Warrant Purchase Agreement (Acri Capital Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Initial Closing Date. This Agreement constitutes the valid and binding obligation of the Company, 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). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Class A Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Private Placement Warrants Purchase Agreement (OpSec Holdings), Private Placement Warrants Purchase Agreement (Investcorp Europe Acquisition Corp I), Warrant Purchase Agreement (Investcorp Europe Acquisition Corp I)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares Common Stock upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles Certificate of Association Incorporation of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Private Placement Warrants Purchase Agreement (VPC Impact Acquisition Holdings III, Inc.), Private Placement Warrants Purchase Agreement (VPC Impact Acquisition Holdings III, Inc.), Private Placement Warrants Purchase Agreement (Graf Industrial Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Private Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Warrant Purchase Agreement (Delphi Growth Capital Corp.), Warrant Purchase Agreement (Acropolis Infrastructure Acquisition Corp.), Warrant Purchase Agreement (Acropolis Infrastructure Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency agency, pursuant to the Amended amended and Restated Memorandum and Articles restated certificate of Association incorporation of the Company or the By-Laws of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Sponsor Warrants Purchase Agreement (Easterly Acquisition Corp.), Sponsor Warrants Purchase Agreement (Easterly Acquisition Corp.), Sponsor Warrants Purchase Agreement (Easterly Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the applicable Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the applicable Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment of, of and compliance with, with the respective terms hereof and thereof by the Company, do not and will not as of the applicable Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum and Articles restated certificate of Association incorporation or the by-laws of the Company (as in effect on the date hereof or as may be amended prior up to completion of the contemplated Public Offeringapplicable Closing Date), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Warrant Purchase Agreement (KINS Technology Group, Inc.), Warrant Purchase Agreement (KINS Technology Group, Inc.), Warrant Purchase Agreement (KINS Technology Group, Inc.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants consummation of the transactions contemplated hereby have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants Units will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale consummation of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, transactions contemplated hereby do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Private Placement Units Purchase Agreement (SilverBox Corp IV), Private Placement Units Purchase Agreement (SilverBox Corp IV), Private Placement Units Purchase Agreement (SilverBox Corp IV)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved by the Company as of the each Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Private Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Warrant Purchase Agreement (M3-Brigade Acquisition III Corp.), Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition III Corp.), Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition III Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Private Placement Warrants Purchase Agreement (Elliott Opportunity II Corp.), Private Placement Warrants Purchase Agreement (Elliott Opportunity II Corp.), Private Placement Warrants Purchase Agreement (Elliott Opportunity I Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants Units, including the Common Shares and Private Placement Units included in the Private Placement Units, have been duly authorized by the Company as of the each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants Units, including the Common Shares and Private Placement Units included in the Private Placement Units, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement WarrantsUnits, the issuance and sale of the Private Placement WarrantsUnits, the issuance of the Private Placement Warrants and the Common Shares included in the Private Placement Units, the issuance of the Common Shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated certificate of incorporation and Articles of Association bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Private Placement Units Purchase Agreement (Post Holdings Partnering Corp), Private Placement Units Purchase Agreement (Post Holdings Partnering Corp), Private Placement Units Purchase Agreement (Post Holdings Partnering Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved by the Company as of the each Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, 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). Upon each issuance of Private Placement Warrants in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Private Placement Warrants Purchase Agreement (Chain Bridge I), Private Placement Warrants Purchase Agreement (Chain Bridge I), Private Placement Warrants Purchase Agreement (Chain Bridge I)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved by the Company as of the each Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon each issuance of Private Placement Warrants in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, Company do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Warrant Purchase Agreement (Zanite Acquisition Corp.), Private Placement Warrants Purchase Agreement (Zanite Acquisition Corp.), Private Placement Warrants Purchase Agreement (Zanite Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants will have been duly authorized by the Company as of the Closing DateClosing. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateupon its execution.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement WarrantsAgreement, the sale and issuance and sale of the Private Placement WarrantsInsider Warrants hereunder, the issuance of the Shares Common Stock upon exercise of the Private Placement Insider Warrants (except, with respect thereto, any filings required under Federal or state securities laws or issuance of one or more legal opinions in form and content reasonably satisfactory to the Company pertaining to the availability of one or more exemptions with respect to the issuance of the Insider Warrants under applicable securities laws) and the fulfillment of, of and compliance with, with the respective terms hereof and thereof by the Company, do not not, and will not as of the Closing Date Closing, (aA) conflict with or result in a breach of the terms, conditions or provisions of, (bB) constitute a default under, (cC) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets underpursuant to, (dD) result in a violation of, or (eE) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles Company’s Certificate of Association of the Company in effect on the date hereof Incorporation, as amended, or as may be amended prior to completion of the contemplated Public OfferingBylaws, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal Federal or state securities lawslaws or as would not reasonably be expected to result in a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Insider Warrant Purchase Agreement (Apex Bioventures Acquisition Corp), Insider Warrant Purchase Agreement (Apex Bioventures Acquisition Corp), Insider Warrant Purchase Agreement (Builder Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Initial Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (aA) conflict with or result in a breach of the terms, conditions or provisions of, (bB) constitute a default under, (cC) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (dD) result in a violation of, or (eE) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 3 contracts
Samples: Warrant Purchase Agreement (Tuatara Capital Acquisition Corp), Warrant Purchase Agreement (Tuatara Capital Acquisition Corp), Sponsor Warrants Purchase Agreement (Primavera Capital Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement OTM Warrants have been duly authorized and approved by the Company as of the Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon each issuance of OTM Warrants in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement OTM Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement OTM Warrants, the issuance and sale of the Private Placement OTM Warrants, the issuance of the Shares upon exercise of the Private Placement OTM Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Amended memorandum and Restated Memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Aldel Financial II Inc.), Warrant Purchase Agreement (Aldel Financial II Inc.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (aA) conflict with or result in a breach of the terms, conditions or provisions of, (bB) constitute a default under, (cC) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (dD) result in a violation of, or (eE) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company 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 (LIV Capital Acquisition Corp. II), Private Placement Warrants Purchase Agreement (LIV Capital Acquisition Corp. II)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company 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 (AXIOS Sustainable Growth Acquisition Corp), Private Placement Warrants Purchase Agreement (AXIOS Sustainable Growth Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved by the Company as of the each Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, 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). Upon each issuance of Private Placement Warrants in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Second Amended and Restated Memorandum and Articles of Association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company 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 (Trinity Acquisition Corp.), Private Placement Warrants Purchase Agreement (Trinity Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Date: (a) conflict with or result in a breach of the terms, conditions or provisions of, ; (b) constitute a default under, ; (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, ; (d) result in a violation of, ; or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company 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 (Oxbridge Acquisition Corp.), Private Placement Warrants Purchase Agreement (Oxbridge Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateDates.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency agency, pursuant to the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 2 contracts
Samples: Sponsor Warrants Purchase Agreement (GP Investments Acquisition Corp.), Sponsor Warrants Purchase Agreement (GP Investments Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Sponsor Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated memorandum and Articles articles of Association association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company 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 (Capitalworks Emerging Markets Acquisition Corp), Private Placement Warrants Purchase Agreement (Capitalworks Emerging Markets Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved by the Company as of the Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon each issuance of Private Placement Warrants in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company 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 (Integral Acquisition Corp 1), Private Placement Warrants Purchase Agreement (Integral Acquisition Corp 1)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants Warrant Agreement have been duly authorized and approved by the Company as of the each Closing Date. This Agreement constitutes the a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dateterms.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement WarrantsWarrant Agreement, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption exemption, action, notice, declaration or other action filing, in each case, by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles certificate of Association incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company 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 (KL Acquisition Corp), Private Placement Warrants Purchase Agreement (KL Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants have been duly authorized by the Company as of the each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Sponsor Warrants, the issuance and sale of the Private Placement Sponsor Warrants, the issuance of the Shares shares of Common Stock upon exercise of the Private Placement Sponsor Warrants and the fulfillment offulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to to, the Amended amended and Restated Memorandum restated certificate of incorporation and Articles of Association bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Liberty Media Acquisition Corp), Sponsor Warrants Purchase Agreement (Liberty Media Acquisition Corp)
