Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 420 contracts
Samples: Private Placement Warrants Purchase Agreement (Avalon Acquisition Inc.), Private Placement Warrants Purchase Agreement (99 Acquisition Group Inc.), Private Placement Warrants Purchase Agreement (99 Acquisition Group Inc.)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, incorporated and validly existing and in good standing as a corporation under the laws of the State of Delaware 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 38 contracts
Samples: Forward Purchase Agreement (byNordic Acquisition Corp), Forward Purchase Agreement (byNordic Acquisition Corp), Forward Purchase Agreement (Integral Acquisition Corp 1)
Incorporation and Corporate Power. The Company is a Delaware corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 18 contracts
Samples: Securities Subscription Agreement (OmniLit Acquisition Corp.), ESH Acquisition Corp., Mercato Partners Acquisition Corp
Incorporation and Corporate Power. The Company is a corporation duly incorporated, incorporated and validly existing and in good standing as a corporation under the laws of the State of Delaware 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 18 contracts
Samples: Forward Purchase Agreement (Post Holdings Partnering Corp), Forward Purchase Agreement (CM Life Sciences III Inc.), Form of Forward Purchase Agreement (Post Holdings Partnering Corp)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 10 contracts
Samples: Private Placement Shares Purchase Agreement (Sizzle Acquisition Corp.), Private Placement Shares Purchase Agreement (Khosla Ventures Acquisition Co. IV), Private Placement Shares Purchase Agreement (Khosla Ventures Acquisition Co. II)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, incorporated and validly existing and in good standing as a corporation under the laws of the State of Delaware 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 9 contracts
Samples: Forward Purchase Agreement (B. Riley Principal Merger Corp. II), Forward Purchase Agreement (B. Riley Principal Merger Corp. II), Forward Purchase Agreement (B. Riley Principal Merger Corp. II)
Incorporation and Corporate Power. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware 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 8 contracts
Samples: Private Placement Shares Purchase Agreement (Dynamics Special Purpose Corp.), Private Placement Shares Purchase Agreement (Dynamics Special Purpose Corp.), Private Placement Shares Purchase Agreement (Fifth Wall Acquisition Corp. II)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 of operations 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 7 contracts
Samples: Private Placement Warrants Purchase Agreement (KnightSwan Acquisition Corp), Private Placement Warrants Purchase Agreement (C5 Acquisition Corp), Private Placement Warrants Purchase Agreement (C5 Acquisition Corp)
Incorporation and Corporate Power. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware 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 6 contracts
Samples: Private Placement Warrants Purchase Agreement (Nabors Energy Transition Corp.), Private Placement Warrants Purchase Agreement (Nabors Energy Transition Corp.), Private Placement Warrants Purchase Agreement (Nabors Energy Transition Corp.)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, incorporated and validly existing and in good standing as a corporation under the laws of the State state of Delaware 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 5 contracts
Samples: Forward Purchase Agreement (Foley Trasimene Acquisition II), Forward Purchase Agreement (Foley Trasimene Acquisition Corp.), Forward Purchase Agreement (Foley Trasimene Acquisition Corp.)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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: 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)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).
Appears in 4 contracts
Samples: Unit Subscription Agreement (Foresight Acquisition Corp. II), Unit Subscription Agreement (Foresight Acquisition Corp. II), Unit Subscription Agreement (Foresight Acquisition Corp. II)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 Letter Agreement and the Warrant Agreement.
Appears in 4 contracts
Samples: Private Placement Units Purchase Agreement (Property Solutions Acquisition Corp. II), Private Placement Units Purchase Agreement (Property Solutions Acquisition Corp. II), Private Placement Units Purchase Agreement (Property Solutions Acquisition Corp. II)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 3 contracts
Samples: Private Placement Warrants Purchase Agreement (Hawks Acquisition Corp), Private Placement Warrants Purchase Agreement (Hawks Acquisition Corp), Private Placement Warrants Purchase Agreement (Hawks Acquisition Corp)
Incorporation and Corporate Power. The Company is a Delaware corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 2 contracts
Samples: Private Placement Units Purchase Agreement (Trailblazer Merger Corp I), Private Placement Units Purchase Agreement (Trailblazer Merger Corp I)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, incorporated and validly existing and in good standing under the laws of the State of Delaware 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 (Anzu Special Acquisition Corp I), Forward Purchase Agreement (Anzu Special Acquisition Corp I)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing as a corporation under the laws of the State of Delaware 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 (Periphas Capital Partnering Corp), Form of Forward Purchase Agreement (Periphas Capital Partnering Corp)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 Agreement, the Charter and the Warrant Agreement.
Appears in 2 contracts
Samples: Unit Purchase Agreement (HumanCo Acquisition Corp.), Unit Purchase Agreement (HumanCo Acquisition Corp.)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 2 contracts
Samples: Private Placement Units Purchase Agreement (G3 VRM Acquisition Corp.), Private Placement Units Purchase Agreement (G3 VRM Acquisition Corp.)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 conditionDelaware, 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 Agreement (Gores Holdings VIII Inc.), Backstop Agreement (GS Acquisition Holdings Corp II)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, incorporated and validly existing and in good standing under the laws of the State of Delaware 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 (M3-Brigade Acquisition III Corp.), Forward Purchase Agreement (M3-Brigade Acquisition III Corp.)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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.. Section 2.02
Appears in 2 contracts
Samples: Form of Warrants Purchase Agreement (Mercury Ecommerce Acquisition Corp), Form of Warrants Purchase Agreement (Mercury Ecommerce Acquisition Corp)
Incorporation and Corporate Power. The Company is a corporation an exempted company duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 (VPC Impact Acquisition Holdings III, Inc.), Private Placement Warrants Purchase Agreement (VPC Impact Acquisition Holdings III, Inc.)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 US-DOCS\127168106.3 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 (VMG Consumer Acquisition Corp.)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, incorporated and validly existing and in good standing under the laws of the State of Delaware 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 1 contract
Samples: Forward Purchase Agreement (Venice Brands Acquisition Corp. I)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 (ROC Energy Acquisition Corp.)
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would be 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 AgreementWarrant.
Appears in 1 contract
Samples: Pinstripes Holdings, Inc.
Incorporation and Corporate Power. The Company is a corporation company duly incorporated, incorporated and validly existing and in good standing under the laws of the State of Delaware 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 1 contract
Samples: Forward Purchase Agreement (Fintech Ecosystem Development Corp.)
Incorporation and Corporate Power. The Company is a Delaware corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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.
Appears in 1 contract
Samples: Designated Board Observer Agreement (Complete Solaria, Inc.)
