Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 15 contracts
Samples: Underwriting Agreement (Parsec Capital Acquisitions Corp.), Underwriting Agreement (Gladstone Acquisition Corp), Underwriting Agreement (Parsec Capital Acquisitions Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreements (as defined in Section 2.24.2 hereof), the Rights Agreement (as defined in Section 2.23), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.3 hereof) and the Warrant Escrow Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.24.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 14 contracts
Samples: Underwriting Agreement (Alphatime Acquisition Corp), Underwriting Agreement (Alphatime Acquisition Corp), Underwriting Agreement (Newborn Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreements (as defined in Section 2.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.24.3 hereof), the Warrant Business Combination Marketing Agreement (as defined in Section 2.232.33) and the Sponsor Warrant Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.24.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 12 contracts
Samples: Underwriting Agreement (Gardiner Healthcare Acquisitions Corp.), Underwriting Agreement (Gardiner Healthcare Acquisitions Corp.), Underwriting Agreement (Chardan Nextech Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust AgreementSubscription Agreements, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.42.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.232.24.7) and the Sponsor Warrant Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 12 contracts
Samples: Underwriting Agreement (Springwater Special Situations Corp.), Underwriting Agreement (Springwater Special Situations Corp.), Underwriting Agreement (Newbury Street Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Escrow Agreement (as defined in Section 2.21.4), 2.22.2 hereof) and the Warrant Private Placement Purchase Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 9 contracts
Samples: Underwriting Agreement (TM Entertainment & Media, Inc.), Underwriting Agreement (International Brands Management Group LTD), Underwriting Agreement (International Brands Management Group LTD)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.12.24.1 below), the Trust Agreement, the Services Subscription Agreement, the Escrow Agreement, the Business Combination Marketing Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.26 below), the Warrant Agreement (as defined in Section 2.232.27 below) and the Sponsor Warrant Purchase Registration Rights Agreement (as defined in Section 2.24.6) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 9 contracts
Samples: Underwriting Agreement (Lifesci Acquisition II Corp.), Underwriting Agreement (Lifesci Acquisition II Corp.), Underwriting Agreement (LifeSci Acquisition III Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.23.1) and the Sponsor Warrant Private Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 8 contracts
Samples: Underwriting Agreement (Pono Capital Corp), Underwriting Agreement (Pono Capital Corp), Underwriting Agreement (Pono Capital Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.4), 2.21.5) and the Warrant Agreement Purchase Agreements (as defined in Section 2.232.21.3) and the Sponsor Warrant Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 8 contracts
Samples: Underwriting Agreement (Launch Two Acquisition Corp.), Underwriting Agreement (Launch Two Acquisition Corp.), Underwriting Agreement (Launch One Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Sponsor Purchase Agreement, the Underwriters Purchase Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.4), 2.21.5) and the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1) and the Sponsor Warrant Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 7 contracts
Samples: Underwriting Agreement (Voyager Acquisition Corp./Cayman Islands), Underwriting Agreement (Voyager Acquisition Corp./Cayman Islands), Underwriting Agreement (SIM Acquisition Corp. I)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Advisory Agreement (as defined in Section 2.21.4), 2.25 hereof) and the Warrant Escrow Agreement (as defined in Section 2.232.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Sponsor Warrant Representative’s Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 7 contracts
Samples: Underwriting Agreement (India Globalization Capital, Inc.), Underwriting Agreement (India Globalization Capital, Inc.), Underwriting Agreement (India Globalization Capital, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Sponsor Purchase Agreement, the Representative Purchase Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.4), 2.21.5) and the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1) and the Sponsor Warrant Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 7 contracts
Samples: Underwriting Agreement (Cohen Circle Acquisition Corp. I), Underwriting Agreement (Cohen Circle Acquisition Corp. I), Underwriting Agreement (HCM II Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Representative’s Purchase Option, the Warrant Agreement (as defined in Section 2.21.12.20 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), 3.15 hereof) and the Registration Rights Placement Warrant Purchase Agreement (as defined in Section 2.21.4)2.21.2 hereof, all of the Warrant Agreement (foregoing being referred to herein as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction DocumentsApplicable Agreements”) have been duly and validly authorized by the Company Company, and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.
Appears in 7 contracts
Samples: Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 6 contracts
Samples: Underwriting Agreement (AEI CapForce II Investment Corp), Underwriting Agreement (AEI CapForce II Investment Corp), Underwriting Agreement (Maxpro Capital Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.23.1) and the Sponsor Warrant Private Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 6 contracts
Samples: Underwriting Agreement (Pono Capital Three, Inc.), Underwriting Agreement (Pono Capital Three, Inc.), Underwriting Agreement (Cetus Capital Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Rights Agreement (as defined in Section 2.23) ), the Representative Unit Purchase Agreement and the Sponsor Warrant Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 5 contracts
Samples: Underwriting Agreement (Clover Leaf Capital Corp.), Underwriting Agreement (Clover Leaf Capital Corp.), Underwriting Agreement (G3 VRM Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.23), . the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement Purchase Agreements (as defined in Section 2.23) 2.21.2), and the Sponsor Warrant Forward Purchase Agreement (collectively, such agreements are collectively referred to as the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 5 contracts
Samples: Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust Subscription Agreement, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.42.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.232.24.7) and the Sponsor Warrant Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 5 contracts
Samples: Underwriting Agreement (Springwater Special Situations Corp.), Underwriting Agreement (Astrea Acquisition Corp.), Underwriting Agreement (Astrea Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Administrative Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) ), the Rights Agreement (as defined in Section 2.24), and the Sponsor Warrant Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 5 contracts
Samples: Underwriting Agreement (CO2 Energy Transition Corp.), Underwriting Agreement (CO2 Energy Transition Corp.), Underwriting Agreement (CO2 Energy Transition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Representative’s Purchase Option, the Registration Rights Agreement by and among the Company, the Insider Shareholders, the Placement Investors, and the Underwriter Warrant Investors (the “Registration Rights Agreement”) and the Sponsor Warrant Purchase Subscription Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 5 contracts
Samples: Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.23), . the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement Purchase Agreements (as defined in Section 2.23) 2.21.2), and the Sponsor Warrant Purchase Agreement subscription agreement for the Founder Shares (collectivelysuch agreements are collectively referred to as, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 5 contracts
Samples: Underwriting Agreement (FG Merger III Corp.), Underwriting Agreement (FG Merger II Corp.), Underwriting Agreement (FG Merger Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2), the Registration Rights Management Subscription Agreements (as defined in Section 2.22.3) and the Escrow Agreement (as defined in Section 2.21.4)2.22.2) have been duly and validly authorized by the Company and constitute, the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Underwriters' Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 4 contracts
Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust Purchase Agreements, the Business Combination Marketing Agreement, the Services Agreement (as defined in Section 2.21.32.24.6), the Registration Rights Agreement (as defined in Section 2.21.42.27), the Warrant Escrow Agreement (as defined in Section 2.232.24.7) and the Sponsor Warrant Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 4 contracts
Samples: Underwriting Agreement (Tavia Acquisition Corp.), Underwriting Agreement (Range Capital Acquisition Corp.), Underwriting Agreement (RF Acquisition Corp II)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Rights Agreement (as defined in Section 2.23 hereof), the Trust Agreement, the Services Subscription Agreement (as defined in Section 2.21.32.24.2 hereof), the Escrow Agreement (as defined in Section 2.24.3 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.4 hereof) and the Warrant Business Combination Marketing Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.24.5 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 4 contracts
Samples: Underwriting Agreement (GreenVision Acquisition Corp.), Underwriting Agreement (GreenVision Acquisition Corp.), Underwriting Agreement (Proficient Alpha Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust AgreementSubscription Agreements, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Warrant Agreement, the Escrow Agreement (as defined in Section 2.21.42.24.7), the Warrant Business Combination Marketing Agreement (as defined in Section 2.232.26) and the Sponsor Warrant Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 4 contracts
Samples: Underwriting Agreement (Archimedes Tech Spac Partners Co), Underwriting Agreement (Archimedes Tech Spac Partners Co), Underwriting Agreement (ACKRELL SPAC Partners I Co.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), the Insider Letter (as defined in Section 2.25.1 hereof) and the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.24 hereof) have been duly and validly authorized by the Company and, and when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (Canna-Global Acquisition Corp), Underwriting Agreement (Canna-Global Acquisition Corp), Underwriting Agreement (Canna-Global Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreements (as defined in Section 2.23.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.23.3 hereof), the Warrant Business Combination Marketing Agreement (as defined in Section 2.232.32) and the Sponsor Warrant Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (Monterey Bio Acquisition Corp), Underwriting Agreement (Monterey Bio Acquisition Corp), Underwriting Agreement (Monterey Bio Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.29 hereof), the Warrant Purchase Agreements, the Escrow Agreement (as defined in Section 2.22.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.22.3 hereof) and the Sponsor Warrant Representative’s Purchase Agreement (collectively, the “Transaction Documents”) Option have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (Stone Tan China Acquisition Corp.), Underwriting Agreement (Stone Tan China Acquisition Corp.), Underwriting Agreement (Stone Tan China Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Placement Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (Nubia Brand International Corp.), Underwriting Agreement (Nubia Brand International Corp.), Underwriting Agreement (Nubia Brand International Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.21.32.24.7 hereof), the Rights Agreement (as defined in Section 2.26 hereof), the M&A Agreement (as defined in Section 2.27 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.24.7) and the Sponsor Warrant Representative’s Purchase Agreement (collectively, the “Transaction Documents”) Option have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (Quartet Merger Corp.), Underwriting Agreement (Quartet Merger Corp.), Underwriting Agreement (Quartet Merger Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.8.2 hereof), the Registration Rights Escrow Agreement (as defined in Section 2.21.4), 2.22.2 hereof) and the Warrant Subscription Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.22.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, Federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (Camden Learning CORP), Underwriting Agreement (Camden Learning CORP), Underwriting Agreement (Camden Learning CORP)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof), the Purchase Agreement (as defined in Section 2.24.3 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.4 hereof) and the Warrant Escrow Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.24.5 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (PTK Acquisition Corp.), Underwriting Agreement (PTK Acquisition Corp.), Underwriting Agreement (PTK Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.21.3), the Warrant Agreement (as defined in Section 2.23) ), the Rights Agreement (as defined in Section 2.24 and the Sponsor Warrant Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (EF Hutton Acquisition Corp I), Underwriting Agreement (EF Hutton Acquisition Corp I), Underwriting Agreement (EF Hutton Acquisition Corp I)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Rights Agreement (as defined in Section 2.23) 2.24), and the Sponsor Warrant Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (Aimei Health Technology Co., Ltd.), Underwriting Agreement (Aimei Health Technology Co., Ltd.), Underwriting Agreement (Aimei Health Technology Co., Ltd.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.23.1) and the Sponsor Warrant Private Placement Units Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (Global Consumer Acquisition Corp), Underwriting Agreement (Global Consumer Acquisition Corp), Underwriting Agreement (Global Consumer Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Escrow Agreement (as defined in Section 2.21.4), 2.22.2 hereof) and the Warrant Subscription Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (FMG Acquisition Corp), Underwriting Agreement (FMG Acquisition Corp), Underwriting Agreement (FMG Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Subscription Agreement (as defined in Section 2.21.4), 2.22.3 hereof) and the Warrant Escrow Agreement (as defined in Section 2.232.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Sponsor Warrant Representative’s Purchase Agreement (collectively, the “Transaction Documents”) have Option has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (China Growth Alliance LTD), Underwriting Agreement (China Growth Alliance LTD), Underwriting Agreement (China Growth Alliance LTD)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.12.24.1 below), the Trust Agreement, the Sponsor Unit Purchase Agreement, the Insider Shares Agreements, the Services Agreement (as defined in Section 2.21.32.24.7 below), the Warrant Agreement and the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.24.6 below) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company Company, and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (GigCapital5, Inc.), Underwriting Agreement (GigCapital5, Inc.), Underwriting Agreement (GigCapital5, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust Purchase Agreements, the Business Combination Marketing Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.24.6), the Warrant Agreement (as defined in Section 2.232.27), the Escrow Agreement (as defined in Section 2.24.7) and the Sponsor Warrant Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (Tavia Acquisition Corp.), Underwriting Agreement (Tavia Acquisition Corp.), Underwriting Agreement (Tavia Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1) the Purchase Agreement and the Sponsor Warrant Purchase Loan Commitment Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Insu Acquisition Corp Iii), Underwriting Agreement (Insu Acquisition Corp Iii)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust AgreementSubscription Agreements, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Agreement (as defined in Section 2.21.42.26 below), the Warrant Business Combination Marketing Agreement (as defined in Section 2.23) 2.28 below), the Warrant Agreements and the Sponsor Warrant Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Keyarch Acquisition Corp), Underwriting Agreement (Keyarch Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.23.1) and the Sponsor Private Placement Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (FoxWayne Enterprises Acquisition Corp.), Underwriting Agreement (FoxWayne Enterprises Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Subscription Agreements, the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.24.7), the Administrative Services Agreement (as defined in Section 2.21.3), 2.24.6) and the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Finnovate Acquisition Corp.), Underwriting Agreement (Finnovate Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Rodgers Silicon Valley Acquisition Corp), Underwriting Agreement (Rodgers Silicon Valley Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.12.24.1 below), the Trust Agreement, the Services Subscription Agreements (as defined in Section 2.24.2 below), the Administrative Support Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Warrant Agreement, the Forfeiture Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.24.7) and the Sponsor Warrant Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Murphy Canyon Acquisition Corp.), Underwriting Agreement (Murphy Canyon Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Sponsor Purchase Agreement, the Underwriter Purchase Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.21.5) and the Sponsor Warrant Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Chenghe Acquisition II Co.), Underwriting Agreement (Chenghe Acquisition II Co.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Insider Letter (as defined in Section 2.25.1), the Registration Rights Agreement (as defined in Section 2.21.42.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.24 hereof) have been duly and validly authorized by the Company and, and when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Aura Fat Projects Acquisition Corp), Underwriting Agreement (Aura Fat Projects Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.24) and the Sponsor Warrant Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (HNR Acquisition Corp.), Underwriting Agreement (HNR Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Escrow Agreement (as defined in Section 2.23.3 hereof), the Representative’s Purchase Option, the Registration Rights Agreement by and among the Company and the Insider Shareholders (the “Registration Rights Agreement”) and the Sponsor Warrant Purchase Subscription Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Australia Acquisition Corp), Underwriting Agreement (Australia Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) ), and the Sponsor Warrant Unit Purchase Agreement (collectivelyas defined in Section 2.21.2)(collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Evergreen Corp), Underwriting Agreement (Evergreen Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Genesis Unicorn Capital Corp.), Underwriting Agreement (Genesis Unicorn Capital Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Insider Letters Letter (as defined in Section 2.21.12.23.1), the Trust AgreementSubscription Agreement (as defined in Section 2.23.2 hereof), the Services Agreement (as defined in Section 2.21.33.5.3), the Registration Rights Agreement (as defined in Section 2.21.42.25), the Warrant Agreement (as defined in Section 2.232.22) and the Sponsor Warrant Purchase Registration Rights Agreement (as defined in Section 2.23.3 hereof) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Yotta Acquisition Corp), Underwriting Agreement (Yotta Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Rights Agreement (as defined in Section 2.232.24) and the Sponsor Warrant Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (AI Transportation Acquisition Corp), Underwriting Agreement (AI Transportation Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement Subscription Agreements, the Escrow Agreements (as defined in Section 2.21.3), 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4)2.22.4 hereof) have been duly and validly authorized by the Company and constitute, the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Representative’s Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Alyst Acquisition Corp.), Underwriting Agreement (Alyst Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22), the Trust Agreement, the Insider Letters (as defined in Section 2.21.12.23.1), the Trust Agreement, the Services Private Placement Agreement (as defined in Section 2.21.32.23.2), the Registration Rights Agreement (as defined in Section 2.21.42.23.3), the Warrant Escrow Agreement (as defined in Section 2.232.23.4), the Representative’s Purchase Option Agreement (as defined in Section 2.25) and the Sponsor Warrant Purchase Services Agreement (collectively, the “Transaction Documents”as defined in Section 3.5.2) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Abri SPAC I, Inc.), Underwriting Agreement (Abri SPAC I, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Future Tech II Acquisition Corp.), Underwriting Agreement (Future Tech II Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Rights Agreement (as defined in Section 2.23 hereof), the Trust Agreement, the Services Subscription Agreements (as defined in Section 2.24.2 hereof), the Escrow Agreement (as defined in Section 2.21.32.24.3 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.4 hereof) and the Warrant Business Combination Marketing Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.24.5 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (East Stone Acquisition Corp), Underwriting Agreement (East Stone Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust AgreementPurchase Agreements, the Services Agreement (as defined in Section 2.21.32.24.6), the Registration Accounting Services Agreement (as defined in Section 2.24.8), the Rights Agreement (as defined in Section 2.21.42.27), the Warrant Escrow Agreement (as defined in Section 2.232.24.7) and the Sponsor Warrant Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Cayson Acquisition Corp), Underwriting Agreement (Cayson Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Warrant Agreement (as defined in Section 2.21.32.24 hereof), the Trust Agreement (as defined in Section 2.27 hereof), the Rights Agreement (as defined in Section 2.25 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.26.3 hereof), the Warrant Subscription Agreement (as defined in Section 2.232.26.2 hereof), the Escrow Agreement (as defined in Section 2.26.5 hereof) and the Sponsor Warrant Representative’s Purchase Agreement (collectively, the “Transaction Documents”) Option have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (AGBA Acquisition LTD), Underwriting Agreement (AGBA Acquisition LTD)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Forward Purchase Agreements, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Rights Agreement (as defined in Section 2.23) and the Sponsor Warrant Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Sunfire Acquisition Corp LTD), Underwriting Agreement (Sunfire Acquisition Corp LTD)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Representative’s Purchase Option, the Warrant Agreement (as defined in Section 2.21.12.20 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), 3.17.2 hereof) and the Registration Rights Placement Warrant Purchase Agreement (as defined in Section 2.21.4)2.21.2 hereof, all of the Warrant Agreement (foregoing being referred to herein as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction DocumentsApplicable Agreements”) have been duly and validly authorized by the Company Company, and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Rights Agreement (as defined in Section 2.23) and the Sponsor Warrant Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Sagaliam Acquisition Corp), Underwriting Agreement (Sagaliam Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.24) and the Sponsor Warrant Warrants Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Black Spade Acquisition II Co), Underwriting Agreement (Black Spade Acquisition II Co)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Subscription Agreements (as defined in Section 2.23.2 hereof), the Escrow Agreement (as defined in Section 2.21.42.23.3 hereof), the Warrant Rights Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Registration Rights Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Tottenham Acquisition I LTD), Underwriting Agreement (Tottenham Acquisition I LTD)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and ), the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Isleworth Healthcare Acquisition Corp.), Underwriting Agreement (Isleworth Healthcare Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1) the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement BCMA (as defined in Section 2.232.21.5) (and the Sponsor Warrant Purchase Agreement Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (EVe Mobility Acquisition Corp), Underwriting Agreement (EVe Mobility Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Rights Agreement, the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Super Plus Acquisition Corp), Underwriting Agreement (Super Plus Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement, the Rights Agreement (as defined in Section 2.21.42.24), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (TMT Acquisition Corp.), Underwriting Agreement (TMT Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Rights Agreement, the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Fintech Ecosystem Development Corp.), Underwriting Agreement (Fintech Ecosystem Development Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Rights Agreement (as defined in Section 2.23), the Subscription Agreements (as defined in Section 2.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.24.3 hereof), and the Warrant Escrow Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.24.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (WinVest Acquisition Corp.), Underwriting Agreement (WinVest Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) 2.24), the Private Placement Units Purchase Agreement and the Sponsor Warrant Purchase Agreement UPO (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (AA Mission Acquisition Corp.), Underwriting Agreement (AA Mission Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Subscription Agreements, the Warrant Agreement (as defined in Section 2.21.32.26 hereof), the Employment Agreements (as defined in Section 2.24.7), the Business Combination Marketing Agreement (as defined in Section 2.27 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.24.5) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (KLR Energy Acquisition Corp.), Underwriting Agreement (KLR Energy Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Rights Agreement, the Warrant Agreement (as defined in Section 2.232.24) and the Sponsor Warrant Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (PHP Ventures Acquisition Corp.), Underwriting Agreement (PHP Ventures Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Rights Agreement, the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (AI Transportation Acquisition Corp), Underwriting Agreement (AEI CapForce II Investment Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Rights Agreement (as defined in Section 2.23 hereof), the Trust Agreement, the Services Private Placement Warrant Agreement (as defined in Section 2.21.32.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.3 hereof) and the Warrant Business Combination Marketing Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.24.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (AXIOS Sustainable Growth Acquisition Corp), Underwriting Agreement (AXIOS Sustainable Growth Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust Subscription Agreement, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.42.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.23) 2.24.7), and the Sponsor Warrant Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Ignyte Acquisition Corp.), Underwriting Agreement (Ignyte Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Insider Letters Company. The Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), ) and the Warrant Purchase Agreement (as defined in Section 2.232.21.2) and the Sponsor Warrant Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Arrowroot Acquisition Corp.), Underwriting Agreement (Arrowroot Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Rights Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered delivered, and, assuming the due authorization, execution and delivery of each Transaction Document by the Company and the other parties hereto and thereto, ,will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (K&f Growth Acquisition Corp. Ii)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust AgreementSubscription Agreements, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.42.26 below), the Warrant Agreement, the Rights Agreement, and the Escrow Agreement (as defined in Section 2.232.24.7) and the Sponsor Warrant Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Brilliant Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust Purchase Agreements, the Business Combination Marketing Agreement, the Services Agreement (as defined in Section 2.21.32.24.6), the Registration Rights Agreement (as defined in Section 2.21.42.27), the Warrant Escrow Agreement (as defined in Section 2.232.24.7) and the Sponsor Warrant Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. EarlyBirdCapital, Inc.December 19, 2022Page 10 of 37
Appears in 1 contract
Samples: Underwriting Agreement (AlphaVest Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.24 hereof), the Trust Agreement, the Subscription Agreements (as defined in Section 2.25.2 hereof), the Services Agreement (as defined in Section 2.21.32.25.5), the Representative’s Purchase Option, the Escrow Agreement (as defined in Section 2.25.3 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.25.7) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust Purchase Agreements, the Business Combination Marketing Agreement, the Services Agreement (as defined in Section 2.21.32.24.6), the Registration Rights Agreement (as defined in Section 2.21.42.27), the Warrant Escrow Agreement (as defined in Section 2.232.24.7) and the Sponsor Warrant Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. EarlyBirdCapital, Inc._______, 2022Page 12 of 44
Appears in 1 contract
Samples: Underwriting Agreement (AlphaVest Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.24 hereof), the Trust Agreement, the Subscription Agreement (as defined in Section 2.25.2 hereof), the Representative’s Purchase Option (as defined in Section 1.2), the Escrow Agreement (as defined in Section 2.25.3 hereof) and the Sponsor Warrant Purchase Registration Rights Agreement by and among the Company and the Insider Shareholders (collectively, the “Transaction DocumentsRegistration Rights Agreement”) have been duly and validly authorized by the Company andauthorized, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (GSME Acquisition Partners I)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2), the Registration Rights Management Subscription Agreements (as defined in Section 2.22.3) and the Escrow Agreement (as defined in Section 2.21.4)2.22.2) have been duly and validly authorized by the Company and constitute, the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Representative's Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Rights Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered delivered, and, assuming the due authorization, execution and delivery of each Transaction Document by the Company and the other parties hereto and thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (K&f Growth Acquisition Corp. Ii)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Warrant Agreement (as defined in Section 2.21.32.23), the Trust Agreement (as defined in Section 1.1.2), the Registration Rights Agreement (as defined in Section 2.21.42.21.3), the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1) and the Sponsor Warrant Purchase Agreement Agreements (collectivelyas defined in Section 2.21.2) (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Purchase Agreement, the Escrow Agreement (as defined in Section 2.232.21.6) and the Sponsor Warrant Purchase Business Combination Marketing Agreement (as defined in Section 2.21.7) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Union Acquisition Corp. II)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Rights Agreement (as defined in Section 2.21.12.23), . the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement Purchase Agreements (as defined in Section 2.23) 2.21.2), and the Sponsor Warrant Purchase Agreement subscription agreement for the Founder Shares (collectivelysuch agreements are collectively referred to as, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement Subscription Agreements, the Escrow Agreements (as defined in Section 2.21.3), 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4)2.22.4 hereof) have been duly and validly authorized by the Company and constitute, the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Representatives’ Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.23.1) and the Sponsor Private Placement Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Sparta Healthcare Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.12.24.1 below), the Trust Agreement, the Services Subscription Agreement and the Private Units Purchase Agreement (as defined in Section 2.21.32.24.2 below), the Registration Rights Administrative Support Agreement (as defined in Section 2.21.42.24.6 below), the Warrant Agreement (as defined in Section 2.23) Agreement, and the Sponsor Warrant Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Murphy Canyon Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Registration Rights Agreement (as defined in Section 2.21.3), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.43.15), , the Warrant Expense Advance Agreement (as defined in Section 2.232.21.5), the Services Agreement (as defined in Section 2.21.6) and the Sponsor Warrant Share Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Cantor Equity Partners I, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.12.25(a)), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.25(c) hereof), the Subscription Agreement (as defined in Section 2.25(b) hereof), and the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.24 hereof) have been duly and validly authorized by the Company and, and when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Liberty Resources Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Administrative Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) ), and the Sponsor Warrant Purchase Securities Subscription Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Aquarius II Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.24 hereof), the Trust Agreement, the Subscription Agreements (as defined in Section 2.25.2 hereof), the Services Agreement (as defined in Section 2.21.32.25.5), the Representative’s Purchase Option, the M&A Agreement (as defined in Section 2.34) and the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.25.7) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Infinity Cross Border Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2), the Registration Rights Management Subscription Agreements (as defined in Section 2.22.3) and the Escrow Agreement (as defined in Section 2.21.4)2.22.2) have been duly and validly authorized by the Company and constitute, the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Underwriter’s Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Administrative Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (CO2 Energy Transition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2), the Registration Rights Management Subscription Agreements (as defined in Section 2.22.3) and the Escrow Agreement (as defined in Section 2.21.4)2.22.2) have been duly and validly authorized by the Company and constitute, the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Underwriter's Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2), the Registration Rights Management Subscription Agreement (as defined in Section 2.21.4), 2.22.3) and the Warrant Escrow Agreement (as defined in Section 2.232.22.2) have been duly and validly authorized by the Company and constitute, and the Sponsor Warrant Underwriter’s Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Insider Letters Letter Agreement (as defined in Section 2.21.1), the Trust Agreement, ) the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Sierra Lake Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Share Transfer Agreement, the Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Administrative Services Agreement (as defined in Section 2.21.33.7.3 hereof), the Escrow Agreement (as defined in Section 2.22.3 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.22.4) and the Warrant Agreement Subscription Agreements (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”2.22.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
