Common use of Forward Purchase Securities Clause in Contracts

Forward Purchase Securities. The Forward Purchase Shares and Class A Ordinary Shares underlying the Forward Purchase Warrants (the “Underlying Ordinary Shares”) have been duly authorized and with respect to the Underlying Ordinary Shares, reserved for issuance upon exercise thereof, and, when issued and delivered against payment therefor by the Underwriters pursuant to the Forward Purchase Agreement and registered in the Company’s register of members, will be validly issued, fully paid and nonassessable. The holders of such Forward Purchase Shares and Underlying Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Forward Purchase Shares and Underlying Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Forward Purchase Shares and Underlying Ordinary Shares (other than such execution (if applicable), countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken. The Forward Purchase Warrants have been duly authorized and, when issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Underwriters pursuant to the Forward Purchase Agreement, will be validly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Forward Purchase Securities. The Forward Purchase Shares and Class A Ordinary Shares underlying holders of the Forward Purchase Warrants (the “Underlying Ordinary Shares”) have been duly authorized and with respect to the Underlying Ordinary Shares, reserved for issuance upon exercise thereof, and, when issued and delivered against payment therefor by the Underwriters pursuant to the Forward Purchase Agreement and registered in the Company’s register of members, will be validly issued, fully paid and nonassessable. The holders of such Forward Purchase Shares and Underlying Ordinary Shares Securities are not and will not be subject to personal liability by reason of being such holders; such the Forward Purchase Shares and Underlying Ordinary Shares Securities are not and will not be subject to the preemptive rights of any preemptive holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Forward Purchase Shares and Underlying Ordinary Shares (other than such execution (if applicable), countersignature (if applicable) and delivery at the time of issuance) Securities has been duly and validly taken. The Forward Purchase Warrants have been duly authorized and, when issued and delivered Securities conform in all material respects to the descriptions thereof contained in the manner set forth in Registration Statement, the Warrant Agreement against payment therefor by Sale Preliminary Prospectus and the Underwriters pursuant to Prospectus, as the case may be. When paid for and issued, all warrants or debt obligations of the Company forming all or a portion of the Forward Purchase Agreement, will be validly issued and delivered, and Placement Securities will constitute valid and binding obligations of the Company, and shall be enforceable against the Company in accordance with their respective terms, except except: (i) as the such enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally from time generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to time the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. All equity securities of the Company forming all or a portion of the Forward Purchase Securities, including shares of Common Stock issuable upon exercise or conversion of any Forward Purchase Securities, have been reserved for issuance and upon the exercise or conversion of such Forward Purchase Securities, and payment of the consideration therefor, and when issued in effect accordance with the terms thereof, such Forward Purchase Securities and by equitable principles shares of general applicabilityCommon Stock will be duly and validly authorized, validly issued, fully paid and non-assessable.

Forward Purchase Securities. The Forward Purchase Shares and Class A Ordinary Shares underlying the Forward Purchase Warrants (the “Underlying Ordinary Shares”) have been duly authorized and with respect to the Underlying Ordinary Shares, reserved for issuance upon exercise thereof, and, and when issued and delivered against payment therefor by the Underwriters pursuant to paid for in accordance with the Forward Purchase Agreement and registered in the Company’s register of membersContract, will be validly issued, fully paid and nonassessablenon-assessable. The holders of such the Forward Purchase Shares and Underlying Ordinary Shares Securities are not and will not be subject to personal liability by reason of being such holders; such the Forward Purchase Shares and Underlying Ordinary Shares Securities are not and will not be subject to the preemptive rights of any preemptive holders of any security of the Company or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Forward Purchase Shares and Underlying Ordinary Shares (other than such execution (if applicable), countersignature (if applicable) and delivery at the time of issuance) Securities has been duly and validly taken. The Forward Purchase Warrants have been duly authorized and, when issued and delivered Securities conform in all material respects to the descriptions thereof contained in the manner set forth in Registration Statement, the Warrant Agreement against payment therefor by Sale Preliminary Prospectus and the Underwriters pursuant to Prospectus, as the case may be. When paid for and issued, the Forward Purchase Agreement, will be validly issued Units and delivered, and the Forward Purchase Warrants will constitute valid and binding obligations of the CompanyCompany to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Forward Purchase Units and Forward Purchase Warrants are enforceable against the Company in accordance with their respective terms, except except: (i) as the such enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally from time generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to time the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Forward Purchase Warrants have been reserved for issuance and upon the exercise of the applicable Forward Purchase Warrants and upon payment of the consideration therefor, and when issued in effect accordance with the terms thereof, such shares of Common Stock will be duly and by equitable principles of general applicabilityvalidly authorized, validly issued, fully paid and non-assessable.

Forward Purchase Securities. The Forward Purchase Shares and Class A Ordinary Shares underlying the Forward Purchase Warrants (the “Underlying Ordinary Shares”) Securities have been duly authorized and with respect when issued and delivered against payment by LEC V pursuant to the Underlying Ordinary SharesForward Purchase Agreement, reserved for issuance upon exercise thereof, will be validly issued. The Forward Purchase Shares have been duly authorized and, when issued and delivered against payment therefor by the Underwriters LEC V pursuant to the Forward Purchase Agreement and registered in the Company’s register of membersAgreement, will be validly issued, fully paid and nonassessable. The holders of such Forward Purchase Shares and Underlying Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Forward Purchase Shares and Underlying Ordinary Shares are not nonassessable and will not be subject to any preemptive or other similar contractual rights granted by the Company. The holders of such Forward Purchase Shares will not be subject to personal liability by reason of being such holders; and all corporate action required to be taken for the authorization, issuance and sale of the Forward Purchase Shares and Underlying Ordinary Shares (other than such execution (if applicable)execution, countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken. The Forward Purchase Warrants have been duly authorized and, when issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Underwriters LEC V pursuant to the Forward Purchase Agreement, will be validly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Forward Purchase Securities. The Forward Purchase Shares and Class A Ordinary Shares underlying the Forward Purchase Warrants (the “Underlying Ordinary Shares”) have been duly authorized and with respect to the Underlying Ordinary Shares, reserved for issuance upon exercise thereof, and, when issued and delivered against payment therefor by the Underwriters pursuant to the Forward Purchase Agreement and registered in the Company’s register of members, will be validly issued, fully paid and nonassessable. The holders of such Forward Purchase Shares and Underlying Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Forward Purchase Shares and Underlying Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Forward Purchase Shares and Underlying Ordinary Shares (other than such execution (if applicable), countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken. The Forward Purchase Warrants have been duly authorized and, when issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Underwriters pursuant to the Forward Purchase Agreement, will be validly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Forward Purchase Securities. The Forward Purchase Shares and Class A Ordinary Shares underlying the Forward Purchase Warrants (the “Underlying Ordinary Shares”) Securities have been duly authorized and with respect when issued and delivered against payment by the Anchor Investors pursuant to the Underlying Ordinary SharesForward Purchase Agreements, reserved for issuance upon exercise thereof, will be validly issued. The Forward Purchase Shares have been duly authorized and, when issued and delivered against payment therefor by the Underwriters Anchor Investors pursuant to the Forward Purchase Agreement Agreements and registered in the Company’s register of members, will be validly issued, fully paid and nonassessable. The holders of such Forward Purchase Shares and Underlying Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Forward Purchase Shares and Underlying Ordinary Shares are not nonassessable and will not be subject to any preemptive or other similar contractual rights granted by the Company. The liability of the holders of such Forward Purchase Shares will be limited to the amount unpaid by the shareholder on such Forward Purchase Shares (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pxxxxx or lift the corporate veil); and all corporate action required to be taken for the authorization, issuance and sale of the Forward Purchase Shares and Underlying Ordinary Shares (other than such execution (if applicable)execution, countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken. The Forward Purchase Warrants have been duly authorized and, when issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Underwriters Anchor Investors pursuant to the Forward Purchase AgreementAgreements, will be validly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Forward Purchase Securities. The Forward Purchase Shares and Class A Ordinary Shares underlying the Forward Purchase Warrants (the “Underlying Ordinary Shares”) Securities have been duly authorized and with respect when issued and delivered against payment by the Anchor Investors pursuant to the Underlying Ordinary SharesForward Purchase Agreements, reserved for issuance upon exercise thereof, will be validly issued. The Forward Purchase Shares have been duly authorized and, when issued and delivered against payment therefor by the Underwriters Anchor Investors pursuant to the Forward Purchase Agreement Agreements and registered in the Company’s register of members, will be validly issued, fully paid and nonassessable. The holders of such Forward Purchase Shares and Underlying Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Forward Purchase Shares and Underlying Ordinary Shares are not nonassessable and will not be subject to any preemptive or other similar contractual rights granted by the Company. The liability of the holders of such Forward Purchase Shares will be limited to the amount unpaid by the shareholder on such Forward Purchase Shares (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to xxxxxx or lift the corporate veil); and all corporate action required to be taken for the authorization, issuance and sale of the Forward Purchase Shares and Underlying Ordinary Shares (other than such execution (if applicable)execution, countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken. The Forward Purchase Warrants have been duly authorized and, when issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Underwriters Anchor Investors pursuant to the Forward Purchase AgreementAgreements, will be validly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.