Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, and registration in the register of members of the Company, the Shares will be duly and validly issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 46 contracts
Samples: Securities Assignment Agreement (Ambipar Emergency Response), Securities Subscription Agreement (AXIOS Sustainable Growth Acquisition Corp), Securities Subscription Agreement (AXIOS Sustainable Growth Acquisition Corp)
Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, and registration in the register of members of the Company, the Shares will be duly and validly issued as fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 18 contracts
Samples: Securities Assignment Agreement (GP-Act III Acquisition Corp.), Securities Assignment Agreement (GP-Act III Acquisition Corp.), Contribution Agreement (GP-Act III Acquisition Corp.)
Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, and registration in the register of members of the Company, the Shares will be duly and validly issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, Articles the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder hereunder, under the Articles and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 9 contracts
Samples: Securities Subscription Agreement (K&f Growth Acquisition Corp. Ii), Securities Subscription Agreement (Willow Lane Acquisition Corp.), Securities Subscription Agreement
Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and ArticlesArticles of the Company, and registration in on the register of members of the Company, the Shares will be duly and validly issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 6 contracts
Samples: Securities Subscription Agreement (Chenghe Acquisition II Co.), Securities Subscription Agreement (Chenghe Acquisition II Co.), Securities Subscription Agreement (Haymaker Acquisition Corp. 4)
Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, and registration in the register of members of the Company, the Shares will be duly and validly issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and registration in the Memorandum and Articlesregister of members of the Company, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder hereunder, under the Articles and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 2 contracts
Samples: Securities Subscription Agreement (Artius II Acquisition Inc.), Securities Subscription Agreement (Artius II Acquisition Inc.)
Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, and registration in the register of members of the Company, the Shares will be duly and validly issued as issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Samples: Securities Subscription Agreement (Panacea Acquisition Corp. II)
Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and ArticlesArticles of the Company, and registration in on the register of members of the Company, the Shares will be duly and validly issued as fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Samples: Securities Subscription Agreement (Blue Room Acquisition Corp.)
Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, and registration in the register of members of the Company, the Shares will be duly and validly issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, Articles the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder under the Articles and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Samples: Securities Subscription Agreement (Melar Acquisition Corp. I/Cayman)
Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and ArticlesArticles of Association of the Company, and registration in on the register of members of the Company, the Shares will be duly and validly issued as issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Samples: Securities Subscription Agreement (Sports Ventures Acquisition Corp.)
Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and ArticlesArticles of Association of the Company, and registration in on the register of members of the Company, the Shares will be duly and validly issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Samples: Securities Subscription Agreement (Americas Technology Acquisition Corp.)
Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articleshereof, and registration in on the register of members of the Company, the Shares will be duly and validly issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, and registration in the Memorandum and ArticlesCompany’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Samples: Securities Subscription Agreement (FinTech Evolution Acquisition Group)
Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and ArticlesOrganizational Documents, and registration in the register of members stockholders of the Company, the Shares will be duly and validly issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and ArticlesOrganizational Documents, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Samples: Securities Subscription Agreement (Mercato Partners Acquisition Corp)
Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, and registration in on the register of members of the Company, the Shares will be duly and validly issued as issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder hereunder, under the Articles and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
