Common use of Incorporation and Corporate Power Clause in Contracts

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Appears in 725 contracts

Samples: Private Placement Warrants Purchase Agreement (Roman DBDR Acquisition Corp. II), Unit Subscription Agreement (Jackson Acquisition Co II), Unit Subscription Agreement (Jackson Acquisition Co II)

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Incorporation and Corporate Power. The Company is an a Cayman Islands exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Appears in 158 contracts

Samples: Securities Assignment Agreement (GP-Act III Acquisition Corp.), Securities Assignment Agreement (GP-Act III Acquisition Corp.), Contribution Agreement (GP-Act III Acquisition Corp.)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Appears in 91 contracts

Samples: Private Placement Shares Purchase Agreement (Perceptive Capital Solutions Corp), Private Placement Shares Purchase Agreement (Perceptive Capital Solutions Corp), Private Placement Units Purchase Agreement (Denali Capital Acquisition Corp.)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, incorporated and validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement on its business as presently conducted and the Warrant Agreementas proposed to be conducted. The Company has no subsidiaries.

Appears in 69 contracts

Samples: Forward Purchase Agreement (Aries I Acquisition Corp.), Forward Purchase Agreement (Motive Capital Corp II), Forward Purchase Agreement (Motive Capital Corp)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, incorporated and validly existing and in good standing as an exempted company under the laws of the Cayman 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 Company. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement on its business as presently conducted and the Warrant Agreementas proposed to be conducted. The Company has no subsidiaries.

Appears in 48 contracts

Samples: Forward Purchase Agreement (Spark I Acquisition Corp), Forward Purchase Agreement (Spark I Acquisition Corp), Forward Purchase Agreement (Spark I Acquisition Corp)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, incorporated and validly existing and in good standing as an exempted company under the laws of the Cayman 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 Company. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement on its business as presently conducted and the Warrant Agreementas proposed to be conducted. The Company has no subsidiaries.

Appears in 26 contracts

Samples: Forward Purchase Agreement (G Squared Ascend I Inc.), Forward Purchase Agreement (Igniting Consumer Growth Acquisition Co LTD), Forward Purchase Agreement (G Squared Ascend I Inc.)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Letter Agreement.

Appears in 9 contracts

Samples: Private Placement Shares Purchase Agreement (Bold Eagle Acquisition Corp.), Private Placement Shares Purchase Agreement (Bold Eagle Acquisition Corp.), Private Placement Shares Purchase Agreement (Helix Acquisition Corp. II)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, incorporated and validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement on its business as presently conducted and the Warrant Agreementas proposed to be conducted. The Company has no subsidiaries.

Appears in 8 contracts

Samples: Forward Purchase Agreement (Osiris Acquisition Corp.), Forward Purchase Agreement (Osiris Acquisition Corp.), Forward Purchase Agreement (Soaring Eagle Acquisition Corp.)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Private Warrant Agreement.

Appears in 8 contracts

Samples: Private Placement Warrants Purchase Agreement (Andretti Acquisition Corp.), Private Placement Warrants Purchase Agreement (Andretti Acquisition Corp.), Private Placement Warrants Purchase Agreement (Andretti Acquisition Corp.)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Rights Agreement.

Appears in 8 contracts

Samples: Unit Subscription Agreement (Jackson Acquisition Co II), Unit Subscription Agreement (Jackson Acquisition Co II), Unit Subscription Agreement (Jackson Acquisition Co II)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement, the Warrant Agreement and the Warrant Registration Rights Agreement.

Appears in 8 contracts

Samples: Private Placement Units Purchase Agreement (EQV Ventures Acquisition Corp.), Underwriter Private Placement Units Purchase Agreement (EQV Ventures Acquisition Corp.), Underwriter Private Placement Units Purchase Agreement (EQV Ventures Acquisition Corp.)

Incorporation and Corporate Power. The Company is an a Cayman Islands exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Appears in 7 contracts

Samples: Securities Subscription Agreement (Centurion Acquisition Corp.), Securities Subscription Agreement (RCF Acquisition Corp.), Securities Subscription Agreement (Pyrophyte Acquisition Corp.)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Registration Rights Agreement.

Appears in 5 contracts

Samples: Private Placement Shares Purchase Agreement (Alchemy Investments Acquisition Corp 1), Private Placement Shares Purchase Agreement (Alchemy Investments Acquisition Corp 1), Private Placement Shares Purchase Agreement (Alchemy Investments Acquisition Corp 1)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing with limited liability incorporated under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Appears in 5 contracts

Samples: Private Placement Warrants Purchase Agreement (Kensington Capital Acquisition Corp. IV), Private Placement Warrants Purchase Agreement (Kensington Capital Acquisition Corp. IV), Private Placement Warrants Purchase Agreement (Kensington Capital Acquisition Corp. V)

Incorporation and Corporate Power. The Company is an a Cayman Islands exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Appears in 5 contracts

Samples: Securities Subscription Agreement (GSR III Acquisition Corp.), Securities Subscription Agreement (Growth for Good Acquisition Corp), Securities Subscription Agreement (Anthemis Digital Acquisitions I Corp)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Share Rights Agreement.

Appears in 4 contracts

Samples: Private Placement Units Purchase Agreement (K&f Growth Acquisition Corp. Ii), Private Placement Units Purchase Agreement (Bleichroeder Acquisition Corp. I), Private Placement Units Purchase Agreement (K&f Growth Acquisition Corp. Ii)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, incorporated and is validly existing and as an exempted company in good standing under the laws of the Cayman 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 Company. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement on its business as presently conducted and the Warrant Agreementas proposed to be conducted. The Company has no subsidiaries.

Appears in 4 contracts

Samples: Forward Purchase Agreement (Inflection Point Acquisition Corp.), Forward Purchase Agreement (Inflection Point Acquisition Corp.), Forward Purchase Agreement (Inflection Point Acquisition Corp.)

Incorporation and Corporate Power. The Company is an a Cayman Islands exempted company duly incorporated, incorporated and validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Appears in 4 contracts

Samples: Securities Subscription Agreement (Tiga Acquisition Corp. III), Securities Subscription Agreement (Tiga Acquisition Corp. II), Securities Subscription Agreement (Tiga Acquisition Corp. III)

Incorporation and Corporate Power. The Company is an exempted company company, duly incorporated, incorporated and validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement on its business as presently conducted and the Warrant Agreementas proposed to be conducted. The Company has no subsidiaries.

Appears in 3 contracts

Samples: Forward Purchase Agreement (Corsair Partnering Corp), Forward Purchase Agreement (Corsair Partnering Corp), Forward Purchase Agreement (Corsair Partnering Corp)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the a Warrant Agreement.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Patria Latin American Opportunity Acquisition Corp.), Private Placement Warrants Purchase Agreement (Patria Latin American Opportunity Acquisition Corp.)

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Incorporation and Corporate Power. The Company is an a Cayman Islands exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement on its business as presently conducted and the Warrant Agreementas proposed to be conducted. The Company has no subsidiaries.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Rigel Resource Acquisition Corp.), Forward Purchase Agreement (Rigel Resource Acquisition Corp.)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Tortoise Acquisition Corp. II), Private Placement Warrants Purchase Agreement (Tortoise Acquisition Corp. II)

Incorporation and Corporate Power. The Company is is, as of the date hereof, an exempted company with limited liability duly incorporated, validly existing and in good standing incorporated under the laws Laws of the Cayman 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 conditionIslands, operating results or assets of the Company. The Company possesses with all requisite corporate power and authority necessary to carry out the transactions contemplated by own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Agreement and the Warrant Agreement.

Appears in 2 contracts

Samples: Backstop Facility Agreement (Cannae Holdings, Inc.), Backstop Facility Agreement (Austerlitz Acquisition Corp I)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and or the Warrant Agreement.

Appears in 2 contracts

Samples: Private Placement Unit Purchase Agreement (Oaktree Acquisition Corp. III Life Sciences), Private Placement Unit Purchase Agreement (Oaktree Acquisition Corp. III Life Sciences)

Incorporation and Corporate Power. The Company is an exempted company duly incorporatedincorporated with limited liability, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Sculptor Acquisition Corp I)

Incorporation and Corporate Power. The Company is an a Cayman Islands exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Appears in 1 contract

Samples: Private Placement Units Purchase Agreement (Keter1 Acquisition Corp)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified has the requisite corporate power to do own its properties and assets and to carry on its 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 Companyas now being conducted. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Dynamix Corp)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the a Cayman Islands exempted entity 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Appears in 1 contract

Samples: Securities Subscription Agreement (Rocket Global Acquistion Corp.)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.. ​ ​

Appears in 1 contract

Samples: Warrant Purchase Agreement (Iconic Sports Acquisition Corp.)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.. US-DOCS\119990652.4

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Cain Acquisition Corp)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.. ​ ​ ​

Appears in 1 contract

Samples: Private Placement Units Purchase Agreement (ITHAX Acquisition Corp.)

Incorporation and Corporate Power. The Company is an exempted company duly incorporatedincorporated with limited laibility, validly existing and in good standing under the laws of the Cayman 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Sculptor Acquisition Corp I)

Incorporation and Corporate Power. The Company is an exempted company duly incorporated, incorporated and validly existing and in good standing under the laws of the as a Cayman Islands exempted company 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 Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and by the Warrant AgreementRegistration Statement.

Appears in 1 contract

Samples: Forward Purchase Agreement (Capitalworks Emerging Markets Acquisition Corp)

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