Title to Warrants. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the warrant agreement to be entered into on or prior to the closing of the IPO as described in the Registration Statement (the “Warrant Agreement”), as the case may be, each of the Warrants and the Warrant Shares will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Sponsor will have or receive good title to the Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) any transfer restrictions hereunder and under the other agreements contemplated hereby and (ii) transfer restrictions under federal and state securities laws.
Appears in 3 contracts
Samples: Securities Purchase Option Agreement (ROI Acquisition Corp.), Securities Purchase Option Agreement (ROI Acquisition Corp.), Securities Purchase Option Agreement (ROI Acquisition Corp.)
Title to Warrants. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the warrant agreement to be entered into with a mutually agreeable warrant agent on or prior to the closing of the IPO as described in the Registration Statement (the “Warrant Agreement”), as the case may be, each of the Warrants and the Warrant Shares will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Sponsor Sponsors will have or receive good title to the Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) any transfer restrictions hereunder and under the other agreements contemplated hereby and (ii) transfer restrictions under federal and state securities laws.
Appears in 2 contracts
Samples: Sponsors Warrants Purchase Agreement (Infinity Cross Border Acquisition Corp), Sponsors Warrants Purchase Agreement (Infinity Cross Border Acquisition Corp)
Title to Warrants. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the warrant agreement to be entered into on or prior to the closing of the IPO as described in the Registration Statement (the “Warrant Agreement”), as the case may be, each of the Warrants and the Warrant Shares will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Sponsor Bxxxxxx will have or receive good title to the Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) any transfer restrictions hereunder and under the other agreements contemplated hereby and (ii) transfer restrictions under federal and state securities laws.
Appears in 2 contracts
Samples: Unit Purchase Agreement (ROI Acquisition Corp.), Unit Purchase Agreement (ROI Acquisition Corp.)
Title to Warrants. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the warrant agreement to be entered into with a mutually agreeable warrant agent on or prior to the closing of the IPO as described in the Registration Statement (the “Warrant Agreement”), as the case may be, each of the Warrants and the Warrant Shares will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Sponsor Purchasers will have or receive good title to the Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) any transfer restrictions hereunder and under the other agreements contemplated hereby and (ii) transfer restrictions under federal and state securities laws.
Appears in 2 contracts
Samples: Ebc Warrants Purchase Agreement (Infinity Cross Border Acquisition Corp), Ebc Warrants Purchase Agreement (Infinity Cross Border Acquisition Corp)
Title to Warrants. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the warrant agreement to be entered into with a mutually agreeable warrant agent on or prior to the closing of the IPO as described in the Registration Statement (the “Warrant Agreement”), as the case may be, each of the Warrants and the Warrant Shares will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Sponsor will have or receive good title to the Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) any transfer restrictions hereunder and under the other agreements contemplated hereby and (ii) transfer restrictions under federal and state securities laws.
Appears in 1 contract
Samples: Sponsor Warrants Purchase Agreement (ROI Acquisition Corp.)
Title to Warrants. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the warrant agreement to be entered into on or prior to the closing of the IPO as described in the Registration Statement (the “Warrant Agreement”), as the case may be, each of the Warrants and the Warrant Shares will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Sponsor Xxxxxxx will have or receive good title to the Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) any transfer restrictions hereunder and under the other agreements contemplated hereby and (ii) transfer restrictions under federal and state securities laws.
Appears in 1 contract
