Common use of Valid Issuance of Securities Clause in Contracts

Valid Issuance of Securities. (i) The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and registered in the register of members of the Company, and the securities issuable upon conversion or exercise of the Forward Purchase Securities, when issued in accordance with the terms of the Forward Purchase Securities and this Agreement, and registered in the register of members of the Company, will be validly issued, fully paid and nonassessable and free of all preemptive or similar rights, 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 Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities and the securities issuable upon conversion of the Forward Purchase Securities will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Securities. (i) The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement Agreement, and registered in the register of members of the Company’s amended and restated memorandum and articles of association (the “Articles”), and the securities issuable upon conversion or of exercise of the Forward Purchase Securities, when issued in accordance with the terms of the Forward Purchase Securities and this Agreement, and registered in the register of members of the Company, will be validly issued, 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 Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e3(d) below, the Forward Purchase Securities and the securities issuable upon conversion of the Forward Purchase Securities will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Securities. (i) The Forward Purchase SecuritiesClass A Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement Agreement, and registered in the register of members of the Company’s memorandum and articles of association (the “Charter”) and bylaws (the “Bylaws”), and the securities issuable upon conversion or exercise of the Forward Purchase SecuritiesWarrants, when issued in accordance with the terms of the Forward Purchase Securities and this Agreement, and registered in the register of members of the Company, will be validly issued, 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 Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities and the securities issuable upon conversion exercise of the Forward Purchase Securities Warrants will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Securities. (i) The Forward Purchase SecuritiesClass A Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement Agreement, and registered in the register of members of the Company’s memorandum and articles of association (the “Charter”) and bylaws (the “Bylaws”), and the securities issuable upon conversion or exercise of the Forward Purchase SecuritiesWarrants, when issued in accordance with the terms of the Forward Purchase Securities Units and this Agreement, and registered in the register of members of the Company, will be validly issued, 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 Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities Units and the securities issuable upon conversion exercise of the Forward Purchase Securities Warrants will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Securities. (i) The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement Agreement, and registered in the register of members of the Company’s amended and restated memorandum and articles of association (the “Articles”), and the securities issuable upon conversion or of exercise of the Forward Purchase Securities, when issued in accordance with the terms of the Forward Purchase Securities and this Agreement, and registered in the register of members of the Company, will be validly issued, 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 Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities and the securities issuable upon conversion of the Forward Purchase Securities will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Securities. (i) The Forward Purchase SecuritiesUnits, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and registered in the register of members of the CompanyAgreement, and the securities issuable upon conversion or exercise of the Forward Purchase SecuritiesWarrants and pursuant to the CVR Agreement, when issued in accordance with the terms of the Forward Purchase Securities Warrants, the CVR Agreement and this Agreement, and registered in the register of members of the Companyas applicable, will be validly issued, fully paid and nonassessable nonassessable, as applicable, 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, the CVR Agreement, the Warrant Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the PurchaserPurchasers. Assuming the accuracy of the representations of the Purchaser Purchasers in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities and the securities issuable upon conversion of the Forward Purchase Securities will be issued in compliance with all applicable federal and state securities laws.