Common use of Rescission Waiver Clause in Contracts

Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the Offering were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.

Appears in 58 contracts

Samples: Unit Subscription Agreement (Embrace Change Acquisition Corp.), Unit Subscription Agreement (Embrace Change Acquisition Corp.), Private Placement Unit Subscription Agreement (Forest Acquisition Corp.)

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Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the Offering were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.

Appears in 45 contracts

Samples: Private Placement Units Purchase Agreement (Newbury Street II Acquisition Corp), Private Placement Units Purchase Agreement (Newbury Street II Acquisition Corp), Unit Subscription Agreement (Rising Dragon Acquisition Corp.)

Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the Offering were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.

Appears in 42 contracts

Samples: Private Placement Unit Subscription Agreement (Flag Ship Acquisition Corp), Private Placement Unit Subscription Agreement (Flag Ship Acquisition Corp), Private Placement Unit Subscription Agreement (Metal Sky Star Acquisition Corp)

Rescission Waiver. The Purchaser Each Investor understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the Offering IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser Investors may have a right to rescind its the purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser each Investor hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its his purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities ActWarrants. The Purchaser Each Investor acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the PurchaserInvestor. The Purchaser Investor agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 9 contracts

Samples: Warrant Purchase Agreement (BGS Acquisition Corp.), Warrant Purchase Agreement (BGS Acquisition Corp.), Warrant Purchase Agreement (BGS Acquisition Corp.)

Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the Offering were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders stockholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholdersstockholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.

Appears in 6 contracts

Samples: Private Placement Unit Subscription Agreement (Oak Woods Acquisition Corp), Private Placement Unit Subscription Agreement (Oak Woods Acquisition Corp), Private Placement Unit Subscription Agreement (Plutonian Acquisition Corp.)

Rescission Waiver. The Purchaser Sponsor understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the Offering IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser Sponsor may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account trust account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser Sponsor hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities ActWarrants. The Purchaser Sponsor acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the PurchaserSponsor. The Purchaser Sponsor agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 4 contracts

Samples: Sponsor Warrants Purchase Agreement (Blue Wolf Mongolia Holdings Corp.), Sponsor Warrants Purchase Agreement (Global Cornerstone Holdings LTD), Warrant Subscription Agreement (SCG Financial Acquisition Corp.)

Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the Offering were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units Warrants as a result of the issuance of the Units Warrants being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 3 contracts

Samples: Warrant Subscription Agreement (SPAC II Acquisition Corp.), Warrant Subscription Agreement (ASPAC I Acquisition Corp.), Warrant Subscription Agreement (ASPAC I Acquisition Corp.)

Rescission Waiver. The Each Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the Offering were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the each Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities Act. The Each Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Purchaser. The Each Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Chenghe Acquisition II Co.), Unit Subscription Agreement (Chenghe Acquisition II Co.)

Rescission Waiver. The Purchaser Bxxxxxx understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the Offering IPO were deemed to be a general solicitation with respect to the UnitsOffering, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser Bxxxxxx may have a right to rescind its his purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders stockholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholdersstockholders, the Purchaser Bxxxxxx hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its his purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities ActUnits. The Purchaser Bxxxxxx acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the PurchaserBxxxxxx. The Purchaser Bxxxxxx agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Unit Purchase Agreement (ROI Acquisition Corp.), Unit Purchase Agreement (ROI Acquisition Corp.)

Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsPrivate Units or the Private Shares. In this regard, if the Offering were deemed to be a general solicitation with respect to the Private Units, the offer and sale of such Private Units may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the Private Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Private Units as a result of the issuance of the Private Units being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Private Units to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Private Units and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Constellation Alpha Capital Corp.), Unit Subscription Agreement (Constellation Alpha Capital Corp.)

Rescission Waiver. The Purchaser Sponsor understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Purchase Option or the Units. In this regard, if the Offering IPO were deemed to be a general solicitation with respect to the UnitsOffering, the offer and sale of such Purchase Option and Units may not be exempt from registration and, if not, the Purchaser Sponsor may have a right to rescind its purchase of the Purchase Option and Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders stockholders and the Trust Account (as such term is defined in the Registration Statement) from claims that may adversely affect the Company or the interests of its shareholdersstockholders, the Purchaser Sponsor hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities ActPurchase Option and Units. The Purchaser Sponsor acknowledges and agrees this waiver is being made in order to induce the Company to sell the Purchase Option and Units to the PurchaserSponsor. The Purchaser Sponsor agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Purchase Option and Units hereunder or relating to the purchase of the Purchase Option and Units and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Securities Purchase Option Agreement (ROI Acquisition Corp.), Securities Purchase Option Agreement (ROI Acquisition Corp.)

Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the Offering were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders stockholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholdersstockholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Unit Subscription Agreement (Blockchain Moon Acquisition Corp.), Unit Subscription Agreement (Blockchain Moon Acquisition Corp.)

Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsSecurities. In this regard, if the Offering were deemed to be a general solicitation with respect to the UnitsSecurities, the offer and sale of such Units Securities may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the UnitsSecurities. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units Securities as a result of the issuance of the Units Securities being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Securities to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Securities hereunder or relating to the purchase of the Units Securities and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Private Placement Warrant Purchase Agreement (Mana Capital Acquisition Corp.), Private Placement Warrant Purchase Agreement (Mana Capital Acquisition Corp.)

Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the Offering were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units Warrants as a result of the issuance of the Units Warrants being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Warrant Subscription Agreement (Colombier Acquisition Corp. Ii), Warrant Subscription Agreement (Colombier Acquisition Corp. Ii)

Rescission Waiver. The Purchaser Each of the Sponsors understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the Offering IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser Sponsors may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account trust account from claims that may adversely affect the Company or the interests of its shareholders, each of the Purchaser Sponsors hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result Warrants. Each of the issuance of the Units being deemed to be in violation of Section 5 of the Securities Act. The Purchaser Sponsors acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the PurchaserSponsors. The Purchaser Each of the Sponsors agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Sponsors Warrants Purchase Agreement (Infinity China 1 Acquisition Corp), Sponsors Warrants Purchase Agreement (Infinity China 2 Acquisition Corp)

Rescission Waiver. The Purchaser Xxxxxxx understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the Offering IPO were deemed to be a general solicitation with respect to the UnitsOffering, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser Xxxxxxx may have a right to rescind its his purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders stockholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholdersstockholders, the Purchaser Xxxxxxx hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its his purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities ActUnits. The Purchaser Xxxxxxx acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the PurchaserXxxxxxx. The Purchaser Xxxxxxx agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.

Appears in 1 contract

Samples: Unit Purchase Agreement (ROI Acquisition Corp.)

Rescission Waiver. The Purchaser Each of the Sponsors understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the Offering IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser Sponsors may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, each of the Purchaser Sponsors hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units Warrants as a result of the issuance of the Units Warrants being deemed to be in violation of Section 5 of the Securities Act. The Purchaser Each of the Sponsors acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the PurchaserSponsors. The Purchaser Each of the Sponsors agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 1 contract

Samples: Sponsors Warrants Purchase Agreement (Infinity Cross Border Acquisition Corp)

Rescission Waiver. The Purchaser Each of the Sponsors understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers Sponsors of the UnitsWarrants. In this regard, if the Offering were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser Sponsors may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, each of the Purchaser Sponsors hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units Warrants as a result of the issuance of the Units Warrants being deemed to be in violation of Section 5 of the Securities Act. The Purchaser Each of the Sponsors acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the PurchaserSponsors. The Purchaser Each of the Sponsors agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 1 contract

Samples: Sponsors Warrants Purchase Agreement (Infinity Cross Border Acquisition Corp)

Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsShares. In this regard, if the Offering were deemed to be a general solicitation with respect to the UnitsShares, the offer and sale of such Units Shares may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the UnitsShares. In order to facilitate the completion of the Offering and in order to protect the Company, Company and its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units Shares as a result of the issuance of the Units Shares being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Shares to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Shares hereunder or relating to the purchase of the Units Shares and the transactions contemplated hereby.

Appears in 1 contract

Samples: Subscription Agreement (Angkasa-X Holdings Corp.)

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Rescission Waiver. The Purchaser understands Existing Shareholders understand and acknowledges that acknowledge an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the Offering IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser Existing Shareholders may have a right to rescind its their purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account trust account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser Existing Shareholders hereby agrees agree to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities ActWarrants. The Purchaser acknowledges Existing Shareholders acknowledge and agrees agree this waiver is being made in order to induce the Company to sell the Units Warrants to the PurchaserExisting Shareholders. The Purchaser agrees Existing Shareholders agree the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 1 contract

Samples: Warrant Subscription Agreement (S.E. Asia Emerging Market Company., LTD)

Rescission Waiver. The Purchaser Each of the Purchasers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the Offering were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser Purchasers may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, each of the Purchaser Purchasers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units Warrants as a result of the issuance of the Units Warrants being deemed to be in violation of Section 5 of the Securities Act. The Purchaser Each of the Purchasers acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the PurchaserPurchasers. The Purchaser Each of the Purchasers agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 1 contract

Samples: Ebc Warrants Purchase Agreement (Infinity Cross Border Acquisition Corp)

Rescission Waiver. The Purchaser understands Investors understand and acknowledges that acknowledge an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the Offering IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser Investors may have a right to rescind its their purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account trust account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser Investors hereby agrees agree to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities ActWarrants. The Purchaser acknowledges Investors acknowledge and agrees agree this waiver is being made in order to induce the Company to sell the Units Warrants to the Purchaserthem. The Purchaser agrees Investors agree the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 1 contract

Samples: Warrant Subscription Agreement (S.E. Asia Emerging Market Company., LTD)

Rescission Waiver. The Purchaser understands Purchasers understand and acknowledges acknowledge severally, not jointly, that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Private Units. In this regard, if the Offering were deemed to be a general solicitation with respect to the Private Units, the offer and sale of such Private Units may not be exempt from registration and, if not, the Purchaser Purchasers may have a right to rescind its their purchase of the Private Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser Purchasers hereby agrees agree severally, not jointly, to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Private Units as a result of the issuance of the Private Units being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges Purchasers acknowledge and agrees agree severally, not jointly, this waiver is being made in order to induce the Company to sell the Private Units to the PurchaserPurchasers. The Purchaser agrees Purchasers agree severally, not jointly, the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Private Units hereunder or relating to the purchase of the Private Units and the transactions contemplated hereby.

Appears in 1 contract

Samples: Private Placement Unit Subscription Agreement (Keyarch Acquisition Corp)

Rescission Waiver. The Purchaser Sponsor understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the Offering IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser Sponsor may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account trust account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser Sponsor hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities ActWarrants. The Purchaser Sponsor acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the PurchaserSponsor. The Purchaser Sponsor agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims“ Claims ”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 1 contract

Samples: Sponsor Warrants Purchase Agreement (Azteca Acquisition Corp)

Rescission Waiver. The Purchaser Each of the Purchasers understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the Offering IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser Purchasers may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, each of the Purchaser Purchasers hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units Warrants as a result of the issuance of the Units Warrants being deemed to be in violation of Section 5 of the Securities Act. The Purchaser Each of the Purchasers acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the PurchaserPurchasers. The Purchaser Each of the Purchasers agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 1 contract

Samples: Ebc Warrants Purchase Agreement (Infinity Cross Border Acquisition Corp)

Rescission Waiver. The Purchaser Sponsor understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the Offering IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser Sponsor may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders stockholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholdersstockholders, the Purchaser Sponsor hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities ActWarrants. The Purchaser Sponsor acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the PurchaserSponsor. The Purchaser Sponsor agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 1 contract

Samples: Sponsor Warrants Purchase Agreement (ROI Acquisition Corp.)

Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the Offering were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units Warrants as a result of the issuance of the Units Warrants being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 1 contract

Samples: Warrant Subscription Agreement (DT Asia Investments LTD)

Rescission Waiver. The Purchaser Sponsor understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Purchase Option or the Units. In this regard, if the Offering IPO were deemed to be a general solicitation with respect to the UnitsOffering, the offer and sale of such Purchase Option and Units may not be exempt from registration and, if not, the Purchaser Sponsor may have a right to rescind its purchase of the Purchase Option and Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders stockholders and the Trust Account (as such term is defined in the Registration Statement) from claims that may adversely affect the Company or the interests of its shareholdersstockholders, the Purchaser Sponsor hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx sxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities ActPurchase Option and Units. The Purchaser Sponsor acknowledges and agrees this waiver is being made in order to induce the Company to sell the Purchase Option and Units to the PurchaserSponsor. The Purchaser Sponsor agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Purchase Option and Units hereunder or relating to the purchase of the Purchase Option and Units and the transactions contemplated hereby.

Appears in 1 contract

Samples: Securities Purchase Option Agreement (ROI Acquisition Corp.)

Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the Offering were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders stockholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholdersstockholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.

Appears in 1 contract

Samples: Private Placement Unit Subscription Agreement (Qomolangma Acquisition Corp.)

Rescission Waiver. The Purchaser Each Subscriber understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the UnitsWarrants. In this regard, if the Offering IPO were deemed to be a general solicitation with respect to the UnitsWarrants, the offer and sale of such Units Warrants may not be exempt from registration and, if not, the Purchaser Subscribers may have a right to rescind its purchase of the UnitsWarrants. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account trust account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser each Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to xxx or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities ActWarrants. The Purchaser Each Subscriber acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units Warrants to the Purchasersuch Subscriber. The Purchaser Each Subscriber agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units Warrants hereunder or relating to the purchase of the Units Warrants and the transactions contemplated hereby.

Appears in 1 contract

Samples: Warrant Subscription Agreement (Nautilus Marine Acquisition Corp)

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