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 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 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 (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. (b) The Buyer has received all consents, approvals, orders or authorizations of or registrations, declarations or filings with any Governmental Entity that are required by or with respect to Buyer in connection with the execution and delivery of this Agreement or any Ancillary Agreement by Buyer or the consummation of the transactions contemplated hereby or thereby.

Organization; Authority; Enforceability. SPAC (a) Such Party is an exempted a limited liability company duly incorporated, organized and validly existing and under the Laws of the State of Delaware. Such Party is in good standing under the Laws of the Cayman Islands. SPAC is qualified State of Delaware. (b) Such Party has all the requisite power and authority to own, lease and operate its assets and properties, including its ownership of Equity Interests of the Company or the Blocker, as applicable, and to carry on its businesses as presently conducted in all material respects. (c) Such Party duly qualified, licensed or registered to do business and is in good standing as a foreign entity in under the Laws of each jurisdiction jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its business, assets or properties makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not reasonably be expected to have a SPAC Material Adverse Effect. (d) Such Party is not in violation of any of its Governing Documents. Subject to receipt Such Party is not the subject of the Required Voteany bankruptcy, SPAC dissolution, liquidation, reorganization or similar Proceeding. (e) Such Party has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyTransactions. The execution, execution and 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 therebyTransactions by such Party have been duly authorized by all necessary corporate actions of such Party. This Agreement has been, been (and each of the Ancillary Agreements to which such Party will be executed and delivered by SPAC at Closing a party will be, ) duly executed and delivered by SPAC such Party and, assuming the due authorization, execution and constitute valid delivery of this Agreement and such other Ancillary Agreements by the counterparties thereto, constitutes a valid, legal and binding agreement of SPACsuch Party, enforceable against SPAC such Party 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 Target 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 be material to the Required Vote, SPAC Target and (c) the Target has the requisite power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Parent has the corporate 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 executionthereby with respect to the Target, delivery and, has taken all corporate or other legal entity action necessary in order to execute, deliver and performance except for the obtaining of this AgreementParent shareholder approval, the Ancillary Agreements perform its respective obligations hereunder and to which SPAC is a party and consummate the transactions contemplated hereby and thereby thereby. The Parent and Target 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 they are a party and to consummate the consummation transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Parent and the 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 the Parent and constitute the Target and constitutes the valid and binding agreement of SPACthe Parent and the Target, 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 bankruptcythe Target, dissolutionas in effect on the date hereof, liquidation, winding-up, reorganization or similar proceedinghave been made available to SPAC.

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 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 Seller is an exempted company (a) duly incorporatedformed, validly existing existing, and in good standing (or the equivalent) under the Laws of the Cayman Islands. SPAC is its jurisdiction of formation and (b) qualified to do business and is in good standing as a foreign entity (or the equivalent) in each its jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessaryformation, except where the failure to be so qualified and to be in good standing (or the equivalent) would not not, individually or in the aggregate, reasonably be expected to have a SPAC Material Adverse Effect. Subject to receipt of the Required Vote, SPAC The Seller has the requisite organizational 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, board of directors of the Seller has duly approved this Agreement and has duly authorized the execution and 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 organizational proceedings on the part of SPAC (including any action by SPAC Board or SPAC Shareholders), except for the receipt of the Required Vote, Seller are necessary to approve and authorize the execution, delivery or delivery, and performance of this Agreement and or 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 which the Seller is a party have been or will be executed upon execution and delivery in the case of any of the Ancillary Agreements to be delivered by SPAC at Closing will beor prior to the Closing, duly executed and delivered by SPAC the Seller and constitute constitutes the valid and binding agreement of SPACthe Seller, enforceable against SPAC the Seller 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 is not the subject of any bankruptcyprinciples (collectively, dissolution, liquidation, winding-up, reorganization or similar proceeding“Enforcement Exceptions”).

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 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 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.