Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. SPAC is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. SPAC is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a SPAC Material Adverse Effect. Subject to receipt of the Required Vote, SPAC has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC Board action on the part of SPAC. No other proceedings on the part of SPAC (including any action by SPAC Board or SPAC Shareholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SPAC is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC at Closing will be, duly executed and delivered by SPAC and constitute valid and binding agreement of SPAC, enforceable against SPAC in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. SPAC is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceeding.

Organization; Authority; Enforceability. SPAC The Parent and each Target Company is an exempted company (a) duly incorporatedincorporated or formed, validly existing existing, and in good standing (or the equivalent), if applicable, under the Laws of its jurisdiction of incorporation or formation (or, if continued in another jurisdiction, under the Cayman Islands. SPAC is Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing as a foreign entity (or the equivalent), if applicable, in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent) would not have a SPAC Material Adverse Effect. Subject reasonably be expected to receipt of the Required Vote, SPAC be material to any Target Company and (c) has the requisite power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Parent and each Target Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is they are a party and to consummate the transactions contemplated hereby and thereby and has taken all corporate or other legal entity action necessary in order to execute, deliver and except with respect to any Target Company the obtaining of the Parent shareholder approval, perform its respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery Parent and performance of each Target Company has duly approved this Agreement, Agreement and the Ancillary Agreements to which SPAC is they are a party and to consummate the transactions contemplated hereby and thereby have been and each has duly approved and authorized by all requisite SPAC Board action on the part of SPAC. No other proceedings on the part of SPAC (including any action by SPAC Board or SPAC Shareholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements by the Parent and such Target Company and to which SPAC is a party and the consummation of consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC at Closing will be, been duly executed and delivered by SPAC the Parent and constitute each Target Company and constitutes the valid and binding agreement of SPACthe Parent each Target Company, enforceable against SPAC such Party in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally and generally, by general equitable principlesprinciples and mandatory applicable Laws. SPAC is not Correct and complete copies of the subject Governing Documents of any bankruptcyeach Target Company, dissolutionas in effect on the date hereof, liquidation, winding-up, reorganization or similar proceedinghave been made available to SPAC.

Organization; Authority; Enforceability. SPAC The Buyer is an exempted company a corporation duly incorporated, validly existing and in good standing under the Laws of the Cayman IslandsState of Delaware. SPAC The Buyer is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a SPAC Buyer Material Adverse Effect. Subject to receipt of the Required Vote, SPAC The Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC the Buyer is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC Buyer Board action on the part of SPACthe Buyer (the “Buyer Board Recommendation”). No other proceedings on the part of SPAC the Buyer (including any action by SPAC the Buyer Board or SPAC Shareholdersthe Buyer Stockholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SPAC the Buyer is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC the Buyer at Closing will be, duly executed and delivered by SPAC Buyer and constitute valid and binding agreement of SPACthe Buyer, enforceable against SPAC the Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. SPAC The Buyer is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceeding.

Organization; Authority; Enforceability. SPAC SEAC is an exempted company a corporation duly incorporated, validly existing and in good standing under the Laws of the Cayman IslandsState of Delaware. SPAC SEAC is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a SPAC SEAC Material Adverse Effect. Subject to receipt of the Required Vote, SPAC SEAC has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC SEAC is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC SEAC Board action on the part of SPACaction. No other proceedings on the part of SPAC SEAC (including any action by SPAC SEAC Board or SPAC ShareholdersSEAC Stockholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SPAC SEAC is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC at Closing will be, been duly executed and delivered by SPAC SEAC and, assuming the due authorization, execution and constitute delivery by the other Parties hereto, constitutes a valid and binding agreement of SPACSEAC, enforceable against SPAC SEAC in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. SPAC SEAC is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceeding.

Organization; Authority; Enforceability. SPAC The Buyer is an exempted company a corporation duly incorporated, validly existing and in good standing under the Laws of the Cayman IslandsState of Delaware. SPAC The Buyer is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a SPAC Buyer Material Adverse Effect. Subject to receipt of the Required Vote, SPAC The Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC the Buyer is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC Buyer Board action on the part of SPACthe Buyer (the “Buyer Board Recommendation”). No other proceedings on the part of SPAC the Buyer (including any action by SPAC the Buyer Board or SPAC Shareholdersthe Buyer Stockholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SPAC the Buyer is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC the Buyer at Closing will be, duly executed and delivered by SPAC Buyer and constitute valid and binding agreement of SPACthe Buyer, enforceable against SPAC the Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principlesthe Enforceability Exceptions. SPAC The Buyer is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceeding.

Organization; Authority; Enforceability. SPAC Each BioTE Company is an exempted company (a) duly incorporatedorganized or formed, validly existing and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the Cayman Islands. SPAC is Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing as a foreign entity (or the equivalent) in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent) would not have a SPAC Material Adverse Effect. Subject to receipt of the Required Vote, SPAC Effect and (c) each BioTE Company has the requisite limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance each of this Agreementthe BioTE Companies have taken all limited liability company action necessary in order to execute, deliver and perform their respective obligations hereunder and under and the Ancillary Agreements to which SPAC it is a party and to consummate the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC Board action on the part of SPAC. No no other limited liability company proceedings on the part of SPAC (including any action by SPAC Board or SPAC Shareholders), except for the receipt of the Required Vote, BioTE Company are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements Agreement to which SPAC it is a party and the consummation of to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC at Closing will be, been duly executed and delivered by SPAC the Company and constitute constitutes the valid and binding agreement of SPACthe Company, enforceable against SPAC the Company in accordance with their respective its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principlesprinciples (the “Enforceability Exceptions”). SPAC Correct and complete copies of the Governing Documents of each BioTE Company, as in effect on the Effective Date, have been made available to the Buyer. None of the BioTE Companies is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceeding.

Organization; Authority; Enforceability. SPAC dMY is an exempted company a corporation duly incorporated, validly existing and in good standing under the Laws of the Cayman IslandsState of Delaware. SPAC dMY is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a SPAC dMY Material Adverse Effect. Subject to receipt of the Required Vote, SPAC dMY has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC dMY is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC dMY Board action on the part of SPACdMY. No other proceedings on the part of SPAC dMY (including any action by SPAC dMY Board or SPAC ShareholdersdMY Stockholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SPAC dMY is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC dMY at Closing will be, duly executed and delivered by SPAC dMY and constitute valid and binding agreement of SPACdMY, enforceable against SPAC dMY in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. SPAC dMY is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceeding.

Organization; Authority; Enforceability. SPAC Each of Trident and Merger Sub is an exempted company a corporation duly incorporated, validly existing and in good standing under the Laws of the Cayman IslandsState of Delaware. SPAC Each of Trident and Merger Sub is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except except, in each case, where the failure to be so qualified and in good standing (or equivalent) would not have a SPAC Trident Material Adverse Effect. Subject to receipt Each of the Required Vote, SPAC Trident and Merger Sub has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC Trident or Merger Sub, as applicable, is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC action, including by requisite Trident Board action on the part of SPACTrident. No other proceedings on the part of SPAC Trident (including any action by SPAC Trident Board or SPAC Shareholders)Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SPAC Trident or Merger Sub, as applicable, is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC Trident and/or Merger Sub, as applicable, at Closing will be, duly executed and delivered by SPAC Trident and/or Merger Sub, as applicable, and constitute valid and binding agreement of SPACTrident and/or Merger Sub, as applicable, enforceable against SPAC Trident and Merger Sub, as applicable, in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. SPAC Neither Trident nor Merger Sub is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceeding.

Organization; Authority; Enforceability. SPAC (a) The Buyer is an exempted company a corporation duly incorporated, validly existing and in good standing under the Laws of the Cayman IslandsState of Delaware. SPAC The Buyer is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a SPAC Buyer Material Adverse Effect. Subject to receipt of the Required Vote, SPAC The Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC the Buyer is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC Buyer Board action on the part of SPACthe Buyer (the “Buyer Board Recommendation”). No other proceedings on the part of SPAC the Buyer (including any action by SPAC the Buyer Board or SPAC Shareholdersthe Buyer Stockholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SPAC the Buyer is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC the Buyer at Closing will be, duly executed and delivered by SPAC Buyer and constitute valid and binding agreement of SPACthe Buyer, enforceable against SPAC the Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. SPAC The Buyer is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceeding.

Organization; Authority; Enforceability. SPAC To the extent that such ML Party is not an individual, such ML Party (a) is an exempted company duly incorporatedentity validly existing, validly existing and in good standing (or the equivalent), if applicable, under the Laws of the Cayman Islands. SPAC jurisdiction in which it is formed and (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) ), if applicable, would not not, individually or in the aggregate, reasonably be expected to have a SPAC Material Adverse Effector reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Subject to receipt of the Required Vote, SPAC Such ML Party has the requisite legal entity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it such ML Party is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC Board action on the part of SPAC. No other limited liability company or other proceedings on the part of SPAC (including any action by SPAC Board or SPAC Shareholders), except for the receipt of the Required Vote, such ML Party are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements to which SPAC such ML Party is a party and the consummation of the transactions contemplated hereby and therebyhereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC at Closing will be, been duly executed and delivered by SPAC such ML Party and constitute constitutes the valid and binding agreement of SPACsuch ML Party, enforceable against SPAC such ML Party in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and generally, by general equitable principlesprinciples and mandatory applicable Laws. SPAC Such ML Party is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceeding.

Organization; Authority; Enforceability. SPAC is an exempted company a corporation duly incorporated, validly existing and at the time of Closing will be in good standing under the Laws of the Cayman Islandsstate of Delaware. SPAC is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a SPAC Material Adverse Effect. Subject to receipt of the Required SPAC Vote, SPAC has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC Board action on the part of SPAC. No other proceedings on the part of SPAC (including any action by SPAC Board or SPAC ShareholdersStockholders), except for the receipt of the Required SPAC Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SPAC is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC at Closing will be, duly executed and delivered by SPAC and constitute valid and binding agreement of SPAC, enforceable against SPAC in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. SPAC is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization or similar proceedingEnforceability Exceptions.

Organization; Authority; Enforceability. SPAC Each Company Entity is an exempted company (a) duly incorporatedformed, validly existing existing, and in good standing under the Laws of the Cayman Islands. SPAC is Delaware, (b) qualified to do business and is in good standing as a foreign entity (or the equivalent), if applicable, in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent) would not have a SPAC Material Adverse Effectreasonably be expected to be material to such Company Entity, and (c) has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Subject to receipt of the Required Vote, SPAC Each Company Entity has the all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or is required to be a party or bound and to consummate the transactions contemplated hereby and thereby, subject to the Company Member Approval, and each Company Entity has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. Each Company Entity’s board of managers or board of directors, as applicable, in accordance with such Company Entity’s Governing Documents and any applicable Law or Contract to which such Company Entity or any of such Company Entity’s members or stockholders is a party or by which it or its Equity Securities are bound, has duly approved this Agreement and the Ancillary Agreements to which it is or is required to be a party or bound and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by such Company Entity and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, Company Member Approval is the Ancillary Agreements to which SPAC is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC Board action on the part of SPAC. No other proceedings on the part of SPAC (including any action by SPAC Board only vote or SPAC Shareholders), except for the receipt of the Required Vote, are consent necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements and to which SPAC consummate the transactions contemplated hereby and thereby and, following receipt of the Company Member Approval, no other corporate or limited liability company proceedings on the part of the Company Entities is a party necessary to approve and authorize the execution, delivery and performance of this Agreement and the consummation of Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC at Closing will be, been duly executed and delivered by SPAC each Company Entity and constitute constitutes the valid and binding agreement of SPACeach Company Entity, enforceable against SPAC each Company Entity in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally and generally, by general equitable principlesprinciples and mandatory applicable Laws (the “Enforceability Exceptions”). SPAC is not Correct and complete copies of the subject Governing Documents of any bankruptcyeach Company Entity, dissolutionas in effect on the date hereof, liquidation, winding-up, reorganization or similar proceedinghave been made available to SPAC.