Representative Shares. The Representative Shares have been duly authorized and reserved for issuance and when issued in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Representative Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization and issuance of the Representative Shares has been duly and validly taken. The form of certificates for the Representative Shares conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Representative Shares conform in all material respects to the description thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be.
Appears in 8 contracts
Samples: Underwriting Agreement (CO2 Energy Transition Corp.), Underwriting Agreement (CO2 Energy Transition Corp.), Underwriting Agreement (CO2 Energy Transition Corp.)
Representative Shares. The Representative Shares have been duly authorized and reserved for issuance and and, when issued in accordance with this Agreementthe terms hereof, will be duly and validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Representative Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization authorization, issuance and issuance sale of the Representative Shares has been duly and validly taken. The form of certificates for the Representative Shares conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Representative Shares conform in all material respects to the description descriptions thereof contained in the Registration Statement, the Statutory Preliminary Prospectus and the Prospectus, as the case may be.
Appears in 1 contract
Samples: Underwriting Agreement (Zi Toprun Acquisition Corp.)
Representative Shares. The Representative Shares have been duly authorized and reserved for issuance and and, when issued in accordance with this Agreementthe terms hereof, will be duly and validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Representative Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization authorization, issuance and issuance sale of the Representative Shares has been duly and validly taken. The form of certificates for the Representative Shares conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Representative Shares conform in all material respects to the description descriptions thereof contained in the Registration Statement, the Statutory Preliminary Prospectus and the Prospectus, as the case may be.. {N0384947 2 }
Appears in 1 contract
Samples: Underwriting Agreement (Zi Toprun Acquisition Corp.)
Representative Shares. The Representative Shares have been duly authorized and reserved for issuance and and, when issued in accordance with this Agreementthe terms hereof, will be duly and validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Representative Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization authorization, issuance and issuance sale of the Representative Shares Xxxxxx has been duly and validly taken. The form of certificates for the Representative Shares conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Representative Shares conform in all material respects to the description descriptions thereof contained in the Registration Statement, the Statutory Preliminary Prospectus and the Prospectus, as the case may be.. {N0405512}
Appears in 1 contract
Samples: Underwriting Agreement (Zi Toprun Acquisition Corp.)