Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the 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 Securities 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 Securities, the issuance and sale of the Securities 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 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 Bylaws of the Company (in effect on the date hereof or as may be amended or adopted 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 Units Purchase Agreement (Jensyn Acquisition Corp.), Private Units Purchase Agreement (Jensyn Acquisition Corp.), Private Units Purchase Agreement (Jensyn Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities issuance of the Private Placement Shares 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 Securities 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 SecuritiesAgreement, the issuance and sale of the Securities and the fulfillment of Private Placement Shares and compliance with 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 share capital stock 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 Certificate memorandum and articles of Incorporation of the Company or the Bylaws association of the Company (in effect on the date hereof or as may be amended or adopted 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 (Innovative International Acquisition Corp.), Private Placement Shares Purchase Agreement (Innovative International Acquisition Corp.), Private Placement Shares Purchase Agreement (Innovative International Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the 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 , except that such enforcement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable a proceeding in accordance with their terms as of the Closing Dateequity or law).
(ii) The execution and delivery by the Company of this Agreement and the SecuritiesAgreement, the issuance and sale of the Securities Private Placement Shares 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 any violation or breach of the terms, conditions or provisions of, (b) or constitute a default under, any law, statute, rule, regulation, agreement, order, judgment or decree to which the Company is subject, (cb) result in or give rise to the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital stock or assets underassets, (dc) conflict with or result in a any violation ofof any provision of the amended and restated memorandum and articles of association of the Company (as in effect on the date hereof or as may be amended on or prior to the Closing Date), or (ed) 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 Bylaws of the Company (in effect on the date hereof or as may be amended or adopted 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 subjectagency, except for any filings required after the date hereof under federal or state securities laws.
Appears in 8 contracts
Samples: Private Placement Shares Purchase Agreement (Social Capital Suvretta Holdings Corp. II), Private Placement Shares Purchase Agreement (Social Capital Suvretta Holdings Corp. IV), Private Placement Shares Purchase Agreement (Social Capital Suvretta Holdings Corp. I)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities have has been duly authorized and approved by the Company as of the Closing DateSeller. This Agreement constitutes the a valid and binding obligation of the CompanySeller, 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 Securities 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 Seller of this Agreement and the SecuritiesAgreement, the issuance and sale of the Securities and the fulfillment of of, and compliance with with, the respective terms hereof and thereof by the CompanySeller, 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 CompanySeller’s 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 Certificate articles of Incorporation association or other organizational documents of the Company or the Bylaws of the Company Seller (in effect on the date hereof or as may be amended or adopted prior to completion of the contemplated Public OfferingIPO), any agreement, indenture or instrument to which the Seller is a party, or any material law, statute, rule or regulation to which the Company Seller is subject, or any agreement, order, judgment or decree to which the Company Seller is subject, except for any filings required after the date hereof under federal or state securities laws.
Appears in 6 contracts
Samples: Securities Purchase Agreement (byNordic Acquisition Corp), Securities Purchase Agreement (byNordic Acquisition Corp), Securities Purchase Agreement (byNordic Acquisition Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities Private Placement Shares 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 Securities Private Placement Shares 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 SecuritiesPrivate Placement Shares, the issuance and sale of the Securities Private Placement Shares 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 share 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 amended and restated certificate of Incorporation of the Company incorporation or the Bylaws bylaws of the Company (in effect on the date hereof or as may be amended or adopted 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 Shares Purchase Agreement (Fifth Wall Acquisition Corp. II), Private Placement Share Purchase Agreement (Research Alliance Corp. II), Private Placement Share Purchase Agreement (Research Alliance Corp. II)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities Private Placement Shares 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 , 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 accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable a proceeding in accordance with their terms as of the Closing Dateequity or law).
(iii) The execution and delivery by the Company of this Agreement and the SecuritiesAgreement, the issuance and sale of the Securities Private Placement Shares 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 share 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 memorandum and articles of Incorporation of the Company or the Bylaws association of the Company (in effect on the date hereof or as may be amended or adopted 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 Shares Purchase Agreement (Vector Acquisition Corp IV), Private Placement Shares Purchase Agreement (Vector Acquisition Corp III), Private Placement Shares Purchase Agreement (Vector Acquisition Corp II)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities Private Placement Shares 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 , 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 accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable a proceeding in accordance with their terms as of the Closing Dateequity or law).
(ii) The execution and delivery by the Company of this Agreement and the SecuritiesAgreement, the issuance and sale of the Securities Private Placement Shares, and the fulfillment fulfillment, of and compliance with 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 share 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 second amended and restated certificate of Incorporation of the Company or the Bylaws incorporation and bylaws of the Company (in effect on the date hereof or as may be amended or adopted 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 Shares Purchase Agreement (REZOLVE GROUP LTD), Private Placement Shares Purchase Agreement (Armada Acquisition Corp. I), Private Placement Shares Purchase Agreement (Armada Acquisition Corp. I)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities 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 Securities Private 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 SecuritiesAgreement, the issuance and sale of the 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 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 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 certificate of Incorporation of the Company incorporation or the Bylaws bylaws of the Company (each, as in effect on the date hereof or as may be amended or adopted 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 4 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 Securities Private Placement Shares 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 Securities Private Placement Shares 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 SecuritiesPrivate Placement Shares, the issuance and sale of the Securities Private Placement Shares and the fulfillment 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 share 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 amended and restated memorandum and articles of Incorporation of the Company or the Bylaws association of the Company (in effect on the date hereof or as may be amended or adopted 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 (TPG Pace Beneficial II Corp.), Private Placement Shares Purchase Agreement (TPG Pace Tech Opportunities II Corp.), Private Placement Shares Purchase Agreement (TPG Pace Solutions Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities 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 Securities 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 SecuritiesAgreement, the issuance and sale of the 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 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 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 certificate of Incorporation of the Company incorporation or the Bylaws bylaws of the Company (each, as in effect on the date hereof or as may be amended or adopted 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 3 contracts
Samples: Share Purchase Agreement (GigCapital2, Inc.), Share Purchase Agreement (GigCapital2, Inc.), Share Purchase Agreement (GigCapital2, Inc.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities 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 Securities 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 SecuritiesPrivate Placement Warrants, the issuance and sale of the Securities Private Placement Warrants, the issuance of the Shares of 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 capital stock or assets under, (d) result in a violation of, of the Certificate of Incorporation of the Company or (eb) 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 Bylaws of the Company (in effect on the date hereof or as may be amended or adopted 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 (Ar Capital Acquisition), Warrant Purchase Agreement (Ar Capital Acquisition)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities Private Placement Shares 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 Securities Private Placement Shares 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 Securities, the issuance and sale of the Securities Private Placement Shares, 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 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 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 certificate of Incorporation of the Company incorporation or the Bylaws bylaws of the Company (in effect on the date hereof or as may be amended or adopted 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 Share Purchase Agreement (Iron Spark I Inc.), Private Placement Share Purchase Agreement (Iron Spark I Inc.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities Private Placement Shares have been duly authorized 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 Securities Private Placement Shares 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 SecuritiesPrivate Placement Shares, the issuance and sale of the Securities Private Placement Shares 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 share 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 Certificate amended and restated memorandum and articles of Incorporation of the Company or the Bylaws association of the Company (in effect on the date hereof or as may be amended or adopted 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 Shares Purchase Agreement (MELI Kaszek Pioneer Corp), Private Placement Shares Purchase Agreement (MELI Kaszek Pioneer Corp)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement Agreement, the LLC Agreement, the Senior Management Agreements, the Securityholders Agreement, the Registration Agreement, the Professional Services Agreement, and all other agreements contemplated hereby or thereby to which the Securities Company is a party, have been duly authorized by the Company as of the Closing DateCompany. This Agreement Agreement, the Senior Management Agreements, the LLC Agreement, the Securityholders Agreement, the Registration Agreement, the Professional Services Agreement, the Certificate of Formation and all other agreements contemplated hereby or thereby each 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 Securities 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 SecuritiesAgreement, the LLC Agreement, the Senior Management Agreements, the Securityholders Agreement, the Registration Agreement, the Professional Services Agreement, and all other agreements contemplated hereby or thereby to which the Company is a party, the offering, sale and issuance and sale of the Securities hereunder (including pursuant to Section 1B(b)) 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 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 capital stock equity securities or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (de) result in a violation of, or (ef) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, to any court or administrative or governmental body or agency pursuant to to, the Certificate of Incorporation of the Company Formation or the Bylaws of the Company (in effect on the date hereof or as may be amended or adopted prior to completion of the contemplated Public Offering)LLC Agreement, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, instrument, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal a party or state securities lawsby which it is bound.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Solera Holdings LLC), Unit Purchase Agreement (Solera Holdings LLC)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities Private Placement Shares 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 Securities Private Placement Shares 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 SecuritiesPrivate Placement Shares, the issuance and sale of the Securities Private Placement Shares 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 share 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 amended and restated memorandum and articles of Incorporation of the Company or the Bylaws association of the Company (in effect on the date hereof or as may be amended or adopted 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 Shares Purchase Agreement (Fifth Wall Acquisition Corp. III), Private Placement Shares Purchase Agreement (Fifth Wall Acquisition Corp. III)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities Private Placement 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 each issuance of Private Placement Shares in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Securities 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 SecuritiesPrivate Placement Shares, the issuance and sale of the Securities Private Placement Shares 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 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 Certificate Amended and Restated Memorandum and Articles of Incorporation of the Company or the Bylaws Association of the Company (in effect on the date hereof or as may be amended or adopted 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 Shares Purchase Agreement (Thoma Bravo Advantage), Private Placement Shares Purchase Agreement (Thoma Bravo Advantage)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities Private Placement Shares have been duly authorized by the Company as of the Closing DateCompany. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance , 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 accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable a proceeding in accordance with their terms as of the Closing Dateequity or law).
(ii) The execution and delivery by the Company of this Agreement and the SecuritiesPrivate Placement Shares, the issuance and sale of the Securities Private Placement Shares 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 share 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 Company’s amended and restated memorandum and articles of Incorporation of the Company or the Bylaws of the Company (in effect on the date hereof or as may be amended or adopted prior to completion of the contemplated Public Offering), association 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 Shares Purchase Agreement (Panacea Acquisition Corp. II), Private Placement Shares Purchase Agreement (Panacea Acquisition Corp. II)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities Sponsor Warrants have been duly authorized by the Company as of the Closing DateCompany. 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 Sponsor Warrant Agreement and this Agreement, the Securities Sponsor 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 SecuritiesSponsor Warrants, the issuance and sale of the Securities Sponsor Warrants, the issuance of the Sponsor Warrant Shares 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 date hereof (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 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 second amended and restated certificate of Incorporation incorporation or the bylaws of the Company or the Bylaws of the Company (in effect on the date hereof or as may be amended or adopted prior to completion of the contemplated Public Offering)hereof, 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 1 contract
Samples: Sponsor Warrant Purchase Agreement (Pershing Square SPARC Holdings, Ltd./De)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities have has 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 Securities 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 SecuritiesPrivate Placement Shares (if applicable), the issuance and sale of the Securities Private Placement Shares and the fulfillment fulfillment, 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 share 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 Certificate amended and restated memorandum and articles of Incorporation of the Company or the Bylaws association of the Company (in effect on the date hereof or as may be amended or adopted 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 1 contract
Samples: Private Placement Shares Purchase Agreement (Reinvent Technology Partners X)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement including the issuance and sale of the Securities Private Placement Shares 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 Securities Private Placement Shares 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 Securities, including the issuance and sale of the Securities Private Placement Shares, 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 share 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 memorandum and articles of Incorporation of the Company or the Bylaws association of the Company (in effect on the date hereof or as may be amended or adopted 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 1 contract
Samples: Private Placement Shares Purchase Agreement (Singularity Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities issuance of the Restricted Shares 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 Securities Restricted Shares will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing DateClosing.
(ii) The execution and delivery by the Company of this Agreement and the SecuritiesAgreement, the issuance and sale of the Securities Restricted Shares 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 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 charter or the Bylaws bylaws of the Company (in effect on the date hereof or as may be amended or adopted prior to completion of the contemplated Public OfferingClosing), 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 1 contract
Samples: Private Placement Shares Purchase Agreement (Aptorum Group LTD)
Authorization; No Breach. (i) The execution, execution and delivery of this Agreement and the Warrant Agreement and the performance of this Agreement and the Securities Warrant Agreement have been duly authorized by the Company as of the Closing DateCompany. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon The Warrant Agreement, and upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Securities will Founders’ Warrants, constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Daterespective terms.
(ii) The execution and delivery by the Company of this Agreement, the Warrant Agreement and the Securities, the sale and issuance and sale of each of the Securities 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 capital stock or assets underassets, (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 Bylaws bylaws of the Company (in effect on the date hereof or as may be amended or adopted prior to completion of the contemplated Public Offering)Company, 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 1 contract
Samples: Founders’ Securities Purchase Agreement (FinTech Acquisition Corp.)
Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Securities have has been duly authorized by the Company as of the Closing DateExchange Effective Time. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance , 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 accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable a proceeding in accordance with their terms as of the Closing Dateequity or law).
(ii) The execution and delivery by the Company of this Agreement and the SecuritiesAgreement, the issuance and sale of the Securities Acquired Shares 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 Exchange Effective Time (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 capital stock 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 Certificate of Incorporation of the Company or the Bylaws bylaws of the Company (in effect on the date hereof or as may be amended or adopted prior to completion of the contemplated Public Offering)Company, 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 1 contract