Due Incorporation; Power and Authority. The Company has been duly incorporated and is validly existing as an exempted company in good standing under the laws of the Cayman Islands with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Statutory Prospectus and the Prospectus, and to enter into this Agreement, the Trust Agreement, the Warrant Agreement, the Private Placement Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letter and the Administrative Services Agreement and to carry out the transactions contemplated hereby and thereby, except as would not reasonably be expected to have a Material Adverse Effect (as defined herein). The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect (as defined herein).
Appears in 11 contracts
Samples: Underwriting Agreement (PowerUp Acquisition Corp.), Underwriting Agreement (PowerUp Acquisition Corp.), Underwriting Agreement (APx Acquisition Corp. I)
Due Incorporation; Power and Authority. The Company has been duly incorporated and is validly existing as an exempted company a corporation in good standing under the laws of the Cayman Islands Delaware with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Statutory Prospectus and the Prospectus, and to enter into this Agreement, the Trust Agreement, the Warrant AgreementAgreements, the Private Placement Warrant Units Purchase Agreement, the Registration Rights Agreement, the Insider Letter and the Administrative Services Agreement and to carry out the transactions contemplated hereby and thereby, except as would not reasonably be expected to have a Material Adverse Effect (as defined herein). The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect (as defined herein).
Appears in 4 contracts
Samples: Underwriting Agreement (Athena Technology Acquisition Corp. II), Underwriting Agreement (Athena Technology Acquisition Corp. II), Underwriting Agreement (Athena Consumer Acquisition Corp.)
Due Incorporation; Power and Authority. The Company has been duly incorporated and is validly existing as an exempted company in good standing under the laws of the Cayman Islands with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Statutory Prospectus and the Prospectus, and to enter into this Agreement, the Trust Agreement, the Warrant Agreement, the Private Placement Warrant Purchase Agreement, the Forward Purchase Agreement, the Registration Rights Agreement, the Insider Letter and the Administrative Services Agreement and to carry out the transactions contemplated hereby and thereby, except as would not reasonably be expected to have a Material Adverse Effect (as defined herein). The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect (as defined herein).
Appears in 2 contracts
Samples: Underwriting Agreement (Arctos Northstar Acquisition Corp.), Underwriting Agreement (Arctos Northstar Acquisition Corp.)
Due Incorporation; Power and Authority. The Company has been duly incorporated and is validly existing as an exempted a BVI business company in good standing under the laws of the Cayman British Virgin Islands with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Statutory Prospectus and the Prospectus, and to enter into this Agreement, the Trust Agreement, the Warrant Agreement, the Private Placement Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letter and the Administrative Services Agreement and to carry out the transactions contemplated hereby and thereby, except as would not reasonably be expected to have a Material Adverse Effect (as defined herein). The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect (as defined herein).
Appears in 2 contracts
Samples: Underwriting Agreement (Vahanna Tech Edge Acquisition I Corp.), Underwriting Agreement (Vahanna Tech Edge Acquisition I Corp.)
Due Incorporation; Power and Authority. The Company has been duly incorporated and is validly existing as an exempted company in good standing under the laws of the Cayman Islands with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Statutory Prospectus and the Prospectus, and to enter into this Agreement, the Trust Agreement, the Warrant Agreement, the Private Placement Warrant Warrants Purchase Agreement, the Registration Rights Agreement, the Insider Letter and the Administrative Services Agreement and to carry out the transactions contemplated hereby and thereby, except as would not reasonably be expected to have a Material Adverse Effect (as defined herein). The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect (as defined herein).
Appears in 2 contracts
Samples: Underwriting Agreement (ESGEN Acquisition Corp), Underwriting Agreement (ESGEN Acquisition Corp)
Due Incorporation; Power and Authority. The Company has been duly incorporated and is validly existing as an exempted company in good standing under the laws of the Cayman Islands with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Statutory Prospectus and the Prospectus, and to enter into this Agreement, the Trust Agreement, the Warrant AgreementAgreements, the Private Placement Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letter and the Administrative Services and Facilities Agreement and to carry out the transactions contemplated hereby and thereby, except as would not reasonably be expected to have a Material Adverse Effect (as defined herein). The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect (as defined herein).
Appears in 1 contract
Due Incorporation; Power and Authority. The Company has been duly incorporated and is validly existing as an exempted company in good standing under the laws of the Cayman Islands with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Statutory Prospectus and the Prospectus, and to enter into this Agreement, the Trust Agreement, the Warrant Agreement, the Private Placement Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letter Agreement and the Administrative Support Services Agreement and to carry out the transactions contemplated hereby and thereby, except as would not reasonably be expected to have a Material Adverse Effect (as defined herein). The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect (as defined herein).
Appears in 1 contract
Samples: Underwriting Agreement (Cedarlake Acquisition Corp.)