Common use of Capacity and State Law Compliance Clause in Contracts

Capacity and State Law Compliance. (i) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Republic of the Xxxxxxxx Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Purchaser. (ii) The execution, delivery and performance of this Agreement by the Purchaser will have been duly authorized by the Purchaser as of the Closing. (iii) To the Purchaser’s knowledge, the Purchaser has engaged in the transactions contemplated by this Agreement within a jurisdiction in which the offer and sale of the Shares is permitted under applicable securities laws. The Purchaser understands and acknowledges that any resale of the Shares may require the registration of such shares of Common Stock under U.S. federal, state or foreign securities laws or the availability of an exemption from such registration requirements.

Capacity and State Law Compliance. (i) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Republic of the Xxxxxxxx Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Purchaser. (ii) The execution, delivery and performance of this Agreement by the Purchaser will have been duly authorized by the Purchaser as of the Closing. (iii) To the Purchaser’s knowledge, the Purchaser has engaged in the transactions contemplated by this Agreement within a jurisdiction in which the offer and sale of the Shares Units is permitted under applicable securities laws. The Purchaser understands and acknowledges that any resale of the Shares Units may require the registration of such shares of Common Stock Units under U.S. federal, state or foreign securities laws or the availability of an exemption from such registration requirements.

Capacity and State Law Compliance. (i) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Republic of the Xxxxxxxx Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Purchaser. (ii) The execution, delivery and performance of this Agreement by the Purchaser will have been duly authorized by the Purchaser as of the Closing. (iii) To the Purchaser’s knowledge, the Purchaser has engaged in the transactions contemplated by this Agreement within a jurisdiction in which the offer and sale of the Shares Sponsor Warrants is permitted under applicable securities laws. The Purchaser understands and acknowledges that any resale the purchase of Common Stock upon exercise of the Shares Sponsor Warrants may require the registration of such shares of Common Stock under U.S. federal, state or foreign securities laws or the availability of an exemption from such registration requirements.