Common use of Valid Issuance of Forward Purchase Shares Clause in Contracts

Valid Issuance of Forward Purchase Shares. The Forward Purchase Shares and the shares of Common Stock underlying the Forward Purchase Warrants have been duly authorized by the Company and, when issued and delivered against payment for the Forward Purchase Securities pursuant to this Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchasers. Assuming the accuracy of the representations of each Purchaser in this Agreement and subject to the filings described in Section 3(f) below, the Forward Purchase Securities will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Forward Purchase Shares. The Forward Purchase Shares Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and the shares Company’s certificate of Common Stock underlying incorporation (the Forward Purchase Warrants have been duly authorized by “Charter”) and bylaws (the Company and“Bylaws”), when issued and delivered against payment for in accordance with the Forward Purchase Securities pursuant to terms of this Agreement, will be duly and validly issued and deliveredissued, will be fully paid and nonassessable and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchasers. Assuming the accuracy of the representations of each Purchaser in this Agreement and subject to the filings described in Section 3(f3(e) below, the Forward Purchase Securities Shares will be issued in compliance with all applicable federal and state securities laws.