Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 1115 contracts
Samples: Private Placement Warrants Purchase Agreement (Willow Lane Acquisition Corp.), Private Placement Warrants Purchase Agreement (Bleichroeder Acquisition Corp. I), Placement Warrants Purchase Agreement (HCM II Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing DateDates) that:
Appears in 166 contracts
Samples: Private Placement Warrants Purchase Agreement (Nubia Brand International Corp.), Private Placement Warrants Purchase Agreement (Makara Strategic Acquisition Corp.), Private Placement Warrants Purchase Agreement (Nubia Brand International Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby hereby, severally and not jointly, represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 161 contracts
Samples: Private Placement Warrants Purchase Agreement (Henley Park Acquisition Corp.), Private Placement Warrant Purchase Agreement (Prospect Energy Holdings Corp.), Private Placement Warrant Purchase Agreement (Prospect Energy Holdings Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 133 contracts
Samples: Private Placement Warrants Purchase Agreement (Roman DBDR Acquisition Corp. II), Private Placement Warrants Purchase Agreement (Launch Two Acquisition Corp.), Private Placement Warrants Purchase Agreement (Launch Two Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 113 contracts
Samples: Sponsor Warrants Purchase Agreement (Black Spade Acquisition II Co), Sponsor Warrants Purchase Agreement (Black Spade Acquisition II Co), Sponsor Warrants Purchase Agreement (VinFast Auto Pte. Ltd.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 105 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 (Bold Eagle Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 105 contracts
Samples: Registration and Shareholder Rights Agreement (Oaktree Acquisition Corp. III Life Sciences), Private Placement Units Purchase Agreement (Bleichroeder Acquisition Corp. I), Unit Subscription Agreement (Jackson Acquisition Co II)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing DateDates) that:
Appears in 91 contracts
Samples: Private Placement (SilverBox Corp III), Warrants Purchase Agreement (SilverBox Corp III), Warrants Purchase Agreement (SilverBox Engaged Corp II)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 59 contracts
Samples: Sponsor Warrants Purchase Agreement (LIV Capital Acquisition Corp. II), Sponsor Warrants Purchase Agreement (LIV Capital Acquisition Corp. II), Sponsor Warrants Purchase Agreement (Sports & Health Tech Acquisition Corp)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the applicable Closing Date) that:
Appears in 51 contracts
Samples: Private Placement Warrant Purchase Agreement (Roman DBDR Tech Acquisition Corp. II), Sponsor Private Placement Agreement (Signal Hill Acquisition Corp.), Private Placement Warrant Purchase Agreement (Atlantic Coastal Acquisition Corp. II)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing DateDates) that:
Appears in 29 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)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the IPO Closing Date) that:
Appears in 23 contracts
Samples: Private Placement Warrants Purchase Agreement (AP Acquisition Corp), Warrant Agreement (Fat Projects Acquisition Corp), Warrant Agreement (Colombier Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Units to the Purchaser, the Purchaser hereby hereby, severally, and not jointly, represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 17 contracts
Samples: Private Placement Units Purchase Agreement (Cao Yawei), Private Placement Units Purchase Agreement (Calisa Acquisition Corp), Private Placement Units Purchase Agreement (Cayson Acquisition Corp)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 10 contracts
Samples: Private Units Purchase Agreement (PMV Acquisition Corp.), Private Units Purchase Agreement (Jensyn Acquisition Corp.), Private Units Purchase Agreement (Jensyn Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Purchaser Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 8 contracts
Samples: Private Placement Warrant Purchase Agreement (Education Media, Inc.), Private Placement Warrant Purchase Agreement (Education Media, Inc.), Private Placement Warrant Purchase Agreement (Education Media, Inc.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 7 contracts
Samples: Private Placement Units Purchase Agreement (Artius II Acquisition Inc.), Private Placement Units Purchase Agreement (CO2 Energy Transition Corp.), Private Placement Units Purchase Agreement (Artius II Acquisition Inc.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) thatthat as of the Closing Date:
Appears in 7 contracts
Samples: Private Placement Warrants Purchase Agreement (Power & Digital Infrastructure Acquisition II Corp.), Private Placement Warrants Purchase Agreement (Power & Digital Infrastructure Acquisition II Corp.), Private Placement Warrants Purchase Agreement (Accelerate Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Sponsor Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 6 contracts
Samples: Private Units Purchase Agreement (Counter Press Acquisition Corp), Private Units Purchase Agreement (Spree Acquisition Corp. 1 LTD), Private Units Purchase Agreement (Newbury Street Acquisition Corp)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Director Warrant to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 6 contracts
Samples: Director Warrant Purchase Agreement (Pershing Square Tontine Holdings, Ltd.), Director Warrant Purchase Agreement (Pershing Square Tontine Holdings, Ltd.), Director Warrant Purchase Agreement (Pershing Square Tontine Holdings, Ltd.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Purchaser Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 6 contracts
Samples: Private Units Purchase Agreement (Counter Press Acquisition Corp), Private Units Purchase Agreement (Counter Press Acquisition Corp), Private Units Purchase Agreement (Newbury Street Acquisition Corp)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Shares to the Purchaser, the Purchaser hereby hereby, severally and not jointly, represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 6 contracts
Samples: Private Placement Shares Purchase Agreement (Two), Private Placement Shares Purchase Agreement (Two), Private Placement Class a Common Stock Purchase Agreement (5:01 Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Founders’ Units and Private Placement Warrants to the PurchaserWarrants, the Purchaser hereby represents and warrants to the Company (which representations as of the date hereof and warranties shall survive each the applicable Closing Date) Date that:
Appears in 5 contracts
Samples: Securities Purchase Agreement (Leopard Acquisition Corp.), Securities Purchase Agreement (Leopard Acquisition Corp.), Securities Purchase Agreement (Leopard Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each of the Closing DateDates) that:
Appears in 5 contracts
Samples: Private Placement Warrants Purchase Agreement (Tiga Acquisition Corp. III), Private Placement Warrants Purchase Agreement (Tiga Acquisition Corp. III), Private Placement Warrants Purchase Agreement (Tiga Acquisition Corp. II)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the PurchaserPurchasers, each of the Purchaser Purchasers, as to itself, himself or herself only, hereby represents and warrants warrants, severally and not jointly, to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 5 contracts
Samples: Private Placement Warrants Purchase Agreement (Rigel Resource Acquisition Corp.), Private Placement Warrants Purchase Agreement (Rigel Resource Acquisition Corp.), Private Placement Warrants Purchase Agreement (Tekkorp Digital Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Purchased Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 5 contracts
Samples: Warrant Subscription Agreement (GS Acquisition Holdings Corp), Warrant Subscription Agreement (GS Acquisition Holdings Corp II), Warrant Subscription Agreement (GS Acquisition Holdings Corp)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the PurchaserPurchasers, the Purchaser hereby represents Purchasers hereby, severally and warrants not jointly, represent and warrant to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 5 contracts
Samples: Private Placement Warrants Purchase Agreement (Kingswood Acquisition Corp.), Private Placement Warrants Purchase Agreement (Kingswood Acquisition Corp.), Private Placement Warrants Purchase Agreement (Kingswood Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing DateDates) that:
Appears in 4 contracts
Samples: Private Placement Shares Purchase Agreement (AltC Acquisition Corp.), Private Placement Share Purchase Agreement (Iron Spark I Inc.), Private Placement Share Purchase Agreement (Iron Spark I Inc.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Sponsor Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 4 contracts
Samples: Sponsor Private Placement Warrants Purchase Agreement (InterPrivate IV InfraTech Partners Inc.), Sponsor Private Placement Warrants Purchase Agreement (InterPrivate II Acquisition Corp.), Sponsor Private Placement Warrants Purchase Agreement (InterPrivate IV InfraTech Partners Inc.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants CAPS™ to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 4 contracts
Samples: Private Placement Caps™ Purchase Agreement (Periphas Capital Partnering Corp), Private Placement Caps™ Purchase Agreement (Periphas Capital Partnering Corp), Private Placement Caps™ Purchase Agreement (Executive Network Partnering Corp)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Units to the Purchaser, the Purchaser hereby hereby, severally and not jointly, represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
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)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and to issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 4 contracts
Samples: Warrant Purchase Agreement (Figure Acquisition Corp. I), Warrant Purchase Agreement (Figure Acquisition Corp. I), Warrant Purchase Agreement (HumanCo Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Underwriter Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing DateDates) that:
Appears in 4 contracts
Samples: Private Placement Warrants Purchase Agreement (Iron Spark I Inc.), Private Placement Warrants Purchase Agreement (Mudrick Capital Acquisition Corp. II), Private Placement Warrants Purchase Agreement (Mudrick Capital Acquisition Corp. II)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
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)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 4 contracts
Samples: Warrants Purchase Agreement (Vine Hill Capital Investment Corp.), Warrants Purchase Agreement (Vine Hill Capital Investment Corp.), Warrants Purchase Agreement (Nb Capital Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby hereby, represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 4 contracts
Samples: Private Placement Warrants Purchase Agreement (Priveterra Acquisition Corp.), Private Placement Warrants Purchase Agreement (Priveterra Acquisition Corp.), Private Placement Warrants Purchase Agreement (CONX Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing DateDates) that:
Appears in 4 contracts
Samples: Private Placement Units Purchase Agreement (Mars Acquisition Corp.), Private Placement Units Purchase Agreement (Mars Acquisition Corp.), Private Placement Units Purchase Agreement (Mars Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 3 contracts
Samples: Private Placement Units Purchase Agreement (SilverBox Corp IV), Private Placement Units Purchase Agreement (SilverBox Corp IV), Private Placement Units Purchase Agreement (SilverBox Corp IV)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Units and Private Placement Warrants, including the underlying Securities, to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 3 contracts
Samples: Securities Purchase Agreement (Boxwood Merger Corp.), Securities Purchase Agreement (Boxwood Merger Corp.), Securities Purchase Agreement (Boxwood Merger Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the IPO Closing Date) that:
Appears in 3 contracts
Samples: Sponsor Warrants Purchase Agreement (Coliseum Acquisition Corp.), Sponsor Warrants Purchase Agreement (Coliseum Acquisition Corp.), Sponsor Warrants Purchase Agreement (Noble Rock Acquisition Corp)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Sponsor Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing DateDates) that:
Appears in 3 contracts
Samples: Private Placement Units Purchase Agreement (Global Consumer Acquisition Corp), Private Placement Units Purchase Agreement (Global Consumer Acquisition Corp), Private Placement Units Purchase Agreement (Global Consumer Acquisition Corp)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 3 contracts
Samples: Private Placement Warrant Purchase Agreement (Four Leaf Acquisition Corp), Private Placement Warrant Purchase Agreement (Four Leaf Acquisition Corp), Warrants Purchase Agreement (Matlin & Partners Acquisition Corp)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the applicable Closing Date) that:
Appears in 3 contracts
Samples: Private Placement Warrants Purchase Agreement (Proficient Alpha Acquisition Corp), Private Placement Warrants Purchase Agreement (Acamar Partners Acquisition Corp.), Private Placement Warrants Purchase Agreement (Acamar Partners Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Aperture Acquisition Corp), Private Placement Warrants Purchase Agreement (Waverley Capital Acquisition Corp. 1)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the PurchaserPurchasers, the each Purchaser hereby hereby, severally and not jointly, represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 2 contracts
Samples: Private Placement Warrants Purchase Agreement (StoneBridge Acquisition Corp.), Private Placement Warrants Purchase Agreement (StoneBridge Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Sponsor Warrants to the PurchaserPurchasers, each of the Purchaser Purchasers hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 2 contracts
Samples: Sponsor Warrants Purchase Agreement (Capitol Acquisition Corp. II), Sponsor Warrants Purchase Agreement (Capitol Acquisition Corp. II)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Underwriter Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 2 contracts
Samples: Underwriter Private Placement Warrants Purchase Agreement (InterPrivate II Acquisition Corp.), Underwriter Private Placement Warrants Purchase Agreement (InterPrivate II Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement The Purchaser represents and warrants as follows to the Company to enter into at the date of this Agreement and issue at the Closing Date and sell acknowledges and confirms that the Private Placement Warrants Company is relying on such representations and warranties in connection with the offer, sale and issuance of the Securities to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sphere 3D Corp), Securities Purchase Agreement (Sphere 3D Corp)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby hereby, represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 2 contracts
Samples: Private Placement Warrants Purchase Agreement (Integral Acquisition Corp 1), Private Placement Warrants Purchase Agreement (Integral Acquisition Corp 1)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Preferred Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 2 contracts
Samples: Preferred Shares Subscription Agreement (Pershing Square USA, Ltd.), Series a Convertible Preferred Shares Purchase Agreement (1347 Property Insurance Holdings, Inc.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Units to the Purchaser, the Purchaser hereby Purchasers hereby, severally, and not jointly, represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 2 contracts
Samples: Private Placement Units Purchase Agreement (Bayview Acquisition Corp), Private Placement Units Purchase Agreement (Bayview Acquisition Corp)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Underwriter Placement Warrants Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 2 contracts
Samples: Underwriter Private Placement Units Purchase Agreement (EQV Ventures Acquisition Corp.), Underwriter Private Placement Units Purchase Agreement (EQV Ventures Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Founder Warrants to the Purchaser, the Purchaser hereby hereby, severally and not jointly, represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 2 contracts
Samples: Founder Warrants Purchase Agreement (FG New America Acquisition Corp.), Founder Warrants Purchase Agreement (FG New America Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Purchaser Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 2 contracts
Samples: Private Warrants Purchase Agreement (Finnovate Acquisition Corp.), Private Warrants Purchase Agreement (Finnovate Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Sponsor Warrant to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 2 contracts
Samples: Sponsor Warrant Purchase Agreement (Pershing Square Tontine Holdings, Ltd.), Sponsor Warrant Purchase Agreement (Pershing Square Tontine Holdings, Ltd.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Units to the each Purchaser, the Purchaser each Purchaser, severally and not jointly, hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 2 contracts
Samples: Private Placement Units Purchase Agreement (Aurora Acquisition Corp.), Private Placement Units Purchase Agreement (Aurora Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Initial Closing Date) that:
Appears in 2 contracts
Samples: Private Placement Warrants Subscription Agreement (Rodgers Silicon Valley Acquisition Corp), Private Placement Warrants Subscription Agreement (Rodgers Silicon Valley Acquisition Corp)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) thatthat as of each Closing Date:
Appears in 1 contract
Samples: Private Placement Warrants Purchase Agreement (Motor City Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Founder Warrants to the PurchaserPurchasers, each of the Purchaser Purchasers hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 1 contract
Samples: Founder Warrants Purchase Agreement (Capitol Acquisition Corp. III)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each applicable Closing Date) that:
Appears in 1 contract
Samples: Sponsor Warrants Purchase Agreement (Tetragon Acquisition Corp I)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:: Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Private Placement Warrants Purchase Agreement (Waverley Capital Acquisition Corp. 1)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the PurchaserPurchasers, each of the Purchaser Purchasers hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 1 contract
Samples: Private Placement Warrants Purchase Agreement (Capitol Investment Corp. IV)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Founder’s Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 1 contract
Samples: Founder Warrant Purchase Agreement (Highland Acquisition Corp)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Datethe date hereof) that:
Appears in 1 contract
Samples: Sponsor Warrant Purchase Agreement (Pershing Square SPARC Holdings, Ltd./De)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Additional Private Placement Warrants Shares to the Purchaser, the Purchaser hereby hereby, severally and not jointly, represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Therapeutics Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Subscribed Common Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 1 contract
Samples: Common Shares Subscription Agreement (Pershing Square USA, Ltd.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement 2021 Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each the Closing Date) that:
Appears in 1 contract
Samples: Sponsor Warrants Purchase Agreement (Duddell Street Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:: A Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Sponsor Warrants Purchase Agreement (ESM Acquisition Corp)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Units to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that::
Appears in 1 contract
Samples: Private Placement Units Purchase Agreement (ITHAX Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser {00987592.DOCX.2} hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 1 contract
Samples: Private Placement Warrants Purchase Agreement (Sierra Lake Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:: A. Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. B.
Appears in 1 contract
Samples: Sponsor Warrants Purchase Agreement
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that::
Appears in 1 contract
Samples: Private Placement Warrants Purchase Agreement (Iconic Sports Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants Restricted Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Datethe Closing) that:
Appears in 1 contract
Samples: Private Placement Shares Purchase Agreement (Aptorum Group LTD)
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the PurchaserPurchasers, the each Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Appears in 1 contract
Samples: Private Placement Warrants Purchase Agreement (USA Acquisition Corp.)
Representations and Warranties of the Purchaser. As a material inducement The Purchaser represents and warrants as of the Agreement Date and the Closing Date the following to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to acknowledges that the Company (which is relying upon the representations and warranties shall survive each Closing Date) thatin connection with the Transactions:
Appears in 1 contract
