Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 21 contracts

Samples: Underwriting Agreement (TLGY Acquisition Corp), Underwriting Agreement (McLaren Technology Acquisition Corp.), Underwriting Agreement (TLGY Acquisition Corp)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and to, the knowledge of the Company, each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers respectively, enforceable against the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription ~~Agreement has~~ Agreements have been duly authorized, executed and delivered by the Company and ~~is a~~ are valid and binding ~~agreement~~ agreements of the Company, enforceable against the Company in accordance with ~~its~~ their terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 10 contracts

Samples: Underwriting Agreement (Northern Star Investment Corp. III), Underwriting Agreement (Northern Star Investment Corp. IV), Underwriting Agreement (Pivotal Investment Corp III)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement Warrants~~ Warrant Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 9 contracts

Samples: Underwriting Agreement (Ahren Acquisition Corp.), Underwriting Agreement (Ahren Acquisition Corp.), Underwriting Agreement (Sandbridge X2 Corp)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement Warrants~~ Warrant Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 8 contracts

Samples: Underwriting Agreement (Investcorp India Acquisition Corp), Underwriting Agreement (Investcorp India Acquisition Corp), Underwriting Agreement (Investcorp Europe Acquisition Corp I)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the ~~Sponsor~~Sponsors and the officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the ~~Sponsor~~Sponsors and officers and directors, enforceable against the Company and, to the Company’s knowledge, the ~~Sponsor~~ Sponsors and officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsors and the officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsors and officers and directors, enforceable against the Company ~~in accordance with its terms except as the enforceability thereof may be limited by bankruptcy~~and, ~~insolvency, or similar laws affecting creditors’ rights generally from time~~ to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company’s knowledge, ~~enforceable against~~ the ~~Company~~ Sponsors and officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~vi) To the ~~knowledge~~ Company’s knowledge, each of the ~~Company, the~~ Insider ~~Letter~~ Letters has been duly authorized, executed and delivered by the ~~Sponsor~~ Sponsors and each of the Company’s directors and executive officers, respectively, ~~and~~ and, to the Company’s knowledge, is a valid and binding agreement of the ~~Sponsor~~ Sponsors and each of the Company’s directors and executive officers respectively, enforceable against each of the ~~Sponsor~~ Sponsors and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 7 contracts

Samples: Underwriting Agreement (Capitol Investment Corp. VI), Underwriting Agreement (Capitol Investment Corp. VII), Underwriting Agreement (Capitol Investment Corp. VI)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The ~~Administrative Services Agreement has~~ Forward Purchase Agreements have been duly authorized, executed and delivered by the Company and ~~is a~~ are valid and binding ~~agreement~~ agreements of the Company, enforceable against the Company in accordance with ~~its~~ their terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 5 contracts

Samples: Underwriting Agreement (Altimeter Growth Corp.), Underwriting Agreement (Altimeter Growth Corp.), Underwriting Agreement (Altimeter Growth Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement ~~Warrants~~ Unit Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 5 contracts

Samples: Underwriting Agreement (Glenfarne Merger Corp.), Underwriting Agreement (Glenfarne Merger Corp.), Underwriting Agreement (Glenfarne Merger Corp.)

Validity and Binding Effect of Agreements. (i) ~~This~~ The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The ~~Trust~~ Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viv) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (viv) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~vi) ~~To the knowledge of the Company, the~~ The Insider Letter has been duly authorized, executed and delivered by the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 5 contracts

Samples: Underwriting Agreement (ArcLight Clean Transition Corp. II), Underwriting Agreement (ArcLight Clean Transition Corp. II), Underwriting Agreement (ArcLight Clean Transition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~ the Enforceability Exceptions and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions.

Appears in 5 contracts

Samples: Underwriting Agreement (ESGEN Acquisition Corp), Underwriting Agreement (ESGEN Acquisition Corp), Underwriting Agreement (New Vista Acquisition Corp)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general ~~applicability~~applicability . (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) ~~The~~ Each Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement ~~Warrants~~ Units Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) ~~To the knowledge of the Company, the~~ The Insider Letter has been duly authorized, executed and delivered by the Sponsor and to the Company’s knowledge each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and to the Company’s knowledge each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and to the Company’s knowledge each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 4 contracts

Samples: Underwriting Agreement (Athena Technology Acquisition Corp. II), Underwriting Agreement (Athena Technology Acquisition Corp. II), Underwriting Agreement (Athena Consumer Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, ~~respectively,~~ respectively and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 4 contracts

Samples: Underwriting Agreement (Apollo Strategic Growth Capital III), Underwriting Agreement (Apollo Strategic Growth Capital II), Underwriting Agreement (Apollo Strategic Growth Capital II)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) ~~The~~ On the Closing Date, the Trust Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) ~~The~~ On the Closing Date, the Warrant Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) ~~The~~ On the Closing Date, the Registration Rights Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) ~~The~~ On the Closing Date, the Administrative ~~Services~~ Support Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To On the ~~knowledge of the Company~~Closing Date, the Insider Letter ~~has been~~ will be duly authorized, executed and delivered by the Sponsor and to the Company’s knowledge, each of the Company’s directors and executive officers, respectively, on the Closing Date and is will be a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 4 contracts

Samples: Underwriting Agreement (Bullpen Parlay Acquisition Co), Underwriting Agreement (Bullpen Parlay Acquisition Co), Underwriting Agreement (Bullpen Parlay Acquisition Co)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor and each of the Company’s officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor and each of the Company’s officers and directors, enforceable against the Company and, to the Company’s knowledge, the Sponsor and each of the Company’s officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general ~~applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable~~applicability. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) ~~To the knowledge of the Company, the~~ The Insider Letter has been duly authorized, executed and delivered by the Sponsor and to the Company’s knowledge each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and to the Company’s knowledge each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and to the Company’s knowledge each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Initial Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 4 contracts

Samples: Underwriting Agreement (Valor Latitude Acquisition Corp.), Underwriting Agreement (Valor Latitude Acquisition Corp.), Underwriting Agreement (Alpha Capital Acquisition Co)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Public Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vvi) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vivii) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~viii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, ~~respectively,~~ respectively and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 3 contracts

Samples: Underwriting Agreement (Acropolis Infrastructure Acquisition Corp.), Underwriting Agreement (Acropolis Infrastructure Acquisition Corp.), Underwriting Agreement (Acropolis Infrastructure Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration and Shareholder Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration and Shareholder Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider ~~Letter has~~ Letters have been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor ~~and~~ and, each of the Company’s directors and executive ~~officers~~ officers, respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 3 contracts

Samples: Underwriting Agreement (Agile Growth Corp.), Underwriting Agreement (Agile Growth Corp.), Underwriting Agreement (Deep Lake Capital Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) To the Company’s knowledge, the Representative Subscription Agreement (i) has been duly authorized, executed and delivered by the Sponsor, (ii) is a valid and binding agreement of the Sponsor, and (iii) is enforceable against the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vi) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vivii) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~viii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~ix) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 3 contracts

Samples: Underwriting Agreement (ONS Acquisition Corp.), Underwriting Agreement (ONS Acquisition Corp.), Underwriting Agreement (ONS Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement ~~Warrants~~ Shares Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viv) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (viv) The ~~Administrative Services~~ Forward Purchase Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~vi) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 3 contracts

Samples: Underwriting Agreement (Altimeter Growth Corp. 2), Underwriting Agreement (Altimeter Growth Corp. 2), Underwriting Agreement (Altimeter Growth Corp. 2)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration and Shareholder Rights Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor and holders of the Founder Shares, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor and holders of the Founder Shares, enforceable against the Company ~~in accordance with its terms except as~~ and, to the ~~enforceability thereof may be limited by bankruptcy~~Company’s knowledge, ~~insolvency, or similar laws affecting creditors’ rights generally from time to time in effect~~ the Sponsor and ~~by equitable principles of general applicability and except that the indemnification and contribution provisions~~ holders of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company Founder Shares in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~vi) To the ~~knowledge of the~~ Company’s knowledge, the ~~Insider~~ Letter Agreement has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, ~~and~~ and, to the Company’s knowledge, is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 3 contracts

Samples: Underwriting Agreement (Emerging Markets Horizon Corp.), Underwriting Agreement (Emerging Markets Horizon Corp.), Underwriting Agreement (Emerging Markets Horizon Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement Warrants~~ Unit Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 3 contracts

Samples: Underwriting Agreement (Alpha Partners Technology Merger Corp.), Underwriting Agreement (Alpha Partners Technology Merger Corp.), Underwriting Agreement (Alpha Partners Technology Merger Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, ~~respectively,~~ respectively and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 3 contracts

Samples: Underwriting Agreement (Spartan Acquisition Corp. III), Underwriting Agreement (Spartan Acquisition Corp. II), Underwriting Agreement (Spartan Acquisition Corp. II)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) ~~The~~ On the Closing Date, the Trust Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) ~~The~~ On the Closing Date, the Warrant Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) ~~The~~ On the Closing Date, the Forward Purchase Agreement will be duly authorized, executed and delivered by the Company and, to the Company’s knowledge, HEC Master, and will be valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, HEC Master in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vi) On the Closing Date, the Registration Rights Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vivii) ~~The~~ On the Closing Date, the Administrative Services Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~viii) To On the Closing Date, the Insider Letter, to the knowledge of the Company, ~~the Insider Letter has been~~ will be duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is will be a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~ix) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 3 contracts

Samples: Underwriting Agreement (Hudson Executive Investment Corp. III), Underwriting Agreement (Hudson Executive Investment Corp. III), Underwriting Agreement (Hudson Executive Investment Corp. II)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 3 contracts

Samples: Underwriting Agreement (ONS Acquisition Corp.), Underwriting Agreement (Senior Connect Acquisition Corp. I), Underwriting Agreement (Senior Connect Acquisition Corp. I)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement~~ Warrants ~~Purchase~~ Subscription Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 3 contracts

Samples: Underwriting Agreement (Tech & Energy Transition Corp), Underwriting Agreement (Tech & Energy Transition Corp), Underwriting Agreement (Tech & Energy Transition Corp)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) ~~The~~ On the Closing Date, the Trust Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) ~~The~~ On the Closing Date, the Warrant Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) ~~The~~ On the Closing Date, the Registration Rights Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) ~~The~~ On the Closing Date, the Administrative Services Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To On the ~~knowledge of the Company~~Closing Date, the Insider Letter ~~has been~~ will be duly authorized, executed and delivered by the Sponsor and to the Company’s knowledge, each of the Company’s directors and executive officers, respectively, on the Closing Date and is will be a valid and binding agreement of the Sponsor and each of the Company’s directors and executive ~~officers~~ officers, respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (DHC Acquisition Corp.), Underwriting Agreement (DHC Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement~~ Warrants ~~Purchase~~ Subscription Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Churchill Capital Corp), Underwriting Agreement (Churchill Capital Corp)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company. (ii) The Escrow Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company and, to the Company’s knowledge, and each of the Founders, enforceable against the Company and, to the Company’s knowledge, each of the Founders, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iiiii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~iii~~iv) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ivv) The ~~Private Placement Warrants Purchase Agreement has~~ Subscription Agreements have been duly authorized, executed and delivered by the ~~Company and, to the~~ Company~~’s knowledge, the Sponsor~~, and each is a valid and binding agreement of the ~~Company and, to the~~ Company~~’s knowledge, the Sponsor~~, enforceable against the ~~Company and~~Company, ~~to the Company’s knowledge, the Sponsor~~ respectively in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The ~~Administrative~~ Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The ~~Securities Subscription~~ Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Buyback Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ix) The Co-Investment Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (x) To the Company’s knowledge, each of the Insider Letters has been duly authorized, executed and delivered by the Founders and as of the Closing Date will be a valid and binding agreement of each of the Founders, respectively, enforceable against each of the Founders respectively in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Sapphire Industrials Corp.), Underwriting Agreement (Sapphire Industrials Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor and each of the Company’s officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor and each of the Company’s officers and directors, enforceable against the Company and, to the Company’s knowledge, the Sponsor and each of the Company’s officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general ~~applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable~~applicability. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) ~~To the knowledge of the Company, the~~ The Insider Letter has been duly authorized, executed and delivered by the Sponsor and to the Company’s knowledge each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and to the Company’s knowledge each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and to the Company’s knowledge each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (APx Acquisition Corp. I), Underwriting Agreement (APx Acquisition Corp. I)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iviii) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viv) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor and each of the Company’s officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor and each of the Company’s officers and directors, enforceable against the Company and, to the Company’s knowledge, the Sponsor and each of the Company’s officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general ~~applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable~~applicability. (viv) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~vi) ~~To the knowledge of the Company, the~~ The Insider Letter has been duly authorized, executed and delivered by the Sponsor and to the Company’s knowledge, each of the Company’s ~~directors~~ directors, director nominees and executive officers, respectively, and is a valid and binding agreement of the Sponsor and to the Company’s knowledge each of the Company’s ~~directors~~ directors, director nominees and executive officers respectively, enforceable against the Sponsor and to the Company’s knowledge each of the Company’s ~~directors~~ directors, director nominees and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The ~~Securities Subscription~~ Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Initial Securities Purchase Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Compass Digital Acquisition Corp.), Underwriting Agreement (Compass Digital Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor and each of the Company’s officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor and each of the Company’s officers and directors, enforceable against the Company and, to the Company’s knowledge, the Sponsor and each of the Company’s officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general ~~applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable~~applicability. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) ~~To the knowledge of the Company, the~~ The Insider Letter has been duly authorized, executed and delivered by the Sponsor and to the Company’s knowledge each of the Company’s ~~directors~~ officers and ~~executive officers~~directors, respectively, and is a valid and binding agreement of the Sponsor and to the Company’s knowledge each of the Company’s ~~directors~~ officers and ~~executive officers~~ directors, respectively, enforceable against the Sponsor and to the Company’s knowledge each of the Company’s ~~directors~~ officers and ~~executive officers~~directors, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) ~~The~~ Each of the Securities Subscription ~~Agreement~~ Agreements has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Vahanna Tech Edge Acquisition I Corp.), Underwriting Agreement (Vahanna Tech Edge Acquisition I Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement ~~Warrants~~ Units Purchase ~~Agreement has~~ Agreements have been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ix) The Business Combination Marketing Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Twelve Seas Investment Co IV TMT), Underwriting Agreement (Twelve Seas Investment Co IV TMT)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (v) The Forward Purchase Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by the Enforceability Exceptions. (vi) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~ the Enforceability Exceptions and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vivii) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (~~vii~~viii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (~~viii~~ix) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions.

Appears in 2 contracts

Samples: Underwriting Agreement (Arctos Northstar Acquisition Corp.), Underwriting Agreement (Arctos Northstar Acquisition Corp.)

Validity and Binding Effect of Agreements. (i1) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii2) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~iii~~3) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv4) The ~~Private Placement Warrants~~ Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the ~~Sponsor,~~ Founding Stockholder and is a valid and binding agreement of the Company and, to the Company’s knowledge, the ~~Sponsor~~Founding Stockholder, enforceable against the Company and, to the Company’s knowledge, the ~~Sponsor~~ Founding Stockholder in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v5) The ~~Registration Rights~~ Services Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, Highland and is a valid and binding agreement of the Company and , to the Company’s knowledge, Highland, enforceable against the Company and, to the Company’s knowledge, Highland in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorizedfraudulent conveyance, ~~executed and delivered by the Company and is a valid and binding agreement of the Company~~moratorium, ~~enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency,~~ reorganization or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~6) To The Registration Rights Agreement has been duly authorized by the ~~knowledge of~~ Company and, to the Company’s knowledge, Highland and the Initial Stockholders, and upon execution and delivery by the Company, Highland and the ~~Insider Letter has been duly authorized~~Initial Stockholders on or before the Closing Date, ~~executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is~~ will be a valid and binding agreement of the ~~Sponsor and each of~~ Company and, to the Company’s ~~directors~~ knowledge, Highland and ~~executive officers respectively~~the Initial Stockholders, enforceable against the ~~Sponsor and each of~~ Company and, to the Company’s ~~directors~~ knowledge, Highland and ~~executive officers, respectively,~~ the Initial Stockholders in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~7) ~~The Securities Subscription Agreement~~ To the Company’s knowledge, each of the Insider Letters has been duly authorized, executed and delivered by the ~~Company~~ Founding Stockholder, Highland and each of the Company’s directors and executive officers respectively and, to the Company’s knowledge, is a valid and binding agreement of the Founding Stockholder, Highland and each of the Company’s directors and executive officers respectively, enforceable against the ~~Company~~ Founding Stockholder, Highland and each of the Company’s directors and executive officers respectively in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (8) To the Company’s knowledge, the Right of First Review Agreement has been duly authorized, executed and delivered by Highland, and, to the Company’s knowledge, is a valid and binding agreement of Highland, enforceable against Highland in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (9) The Limit Order Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Founding Stockholder and Highland, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Founding Stockholder and Highland, enforceable against the Company and, to the Company’s knowledge, the Founding Stockholders and Highland in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (10) To the Company’s knowledge, the Non-Compete Agreement has been duly authorized, executed and delivered by Mx. Xxxxxxx and, to the Company’s knowledge, is a valid and binding agreement of Mx. Xxxxxxx, enforceable against Mx. Xxxxxxx in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (HCM Acquisition CO), Underwriting Agreement (HCM Acquisition CO)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) ~~The~~ On the Closing Date, the Trust Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) ~~The~~ On the Closing Date, the Warrant Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) ~~The~~ On the Closing Date, the Registration and Shareholder Rights Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration and Shareholder Rights Agreement may be unenforceable. (vi) ~~The~~ On the Closing Date, the Administrative Services Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To On the ~~knowledge of the Company~~Closing Date, the Insider Letter ~~has been~~ will be duly authorized, executed and delivered by the Sponsor and to the Company’s knowledge, each of the Company’s directors and executive officers, respectively, on the Closing Date and is will be a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Pioneer Merger Corp.), Underwriting Agreement (Pioneer Merger Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Forward Purchase Agreement has been duly authorized, executed and delivered by the Company, Kingstown and the Sponsor, and constitutes a valid and legally binding obligation of the Company, Kingstown and the Sponsor enforceable against the Company, Kingstown and the Sponsor, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. (vi) The Forward Purchase Shares have been duly authorized by the Company and validly reserved for issuance; and the Forward Purchase Shares will conform to the descriptions thereof in the Registration Statement and the Statutory Prospectus. (vii) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (viviii) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~ix) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~x) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Inflection Point Acquisition Corp.), Underwriting Agreement (Inflection Point Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company. (ii) The Stock Escrow Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iiiii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~iii~~iv) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ivv) The ~~Private Placement~~ Sponsors’ Warrants ~~Purchase Agreement has~~ Subscription Agreements have been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, each of the ~~Sponsor~~Sponsors, respectively, and ~~is a~~ are valid and binding ~~agreement~~ agreements of the Company and, to the Company’s knowledge, each of the ~~Sponsor~~Sponsors, respectively, enforceable against the Company and, to the Company’s knowledge, each of the ~~Sponsor~~ Sponsors, respectively, in accordance with ~~its~~ their terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vvi) The Registration Rights Agreement has been duly authorized, ~~executed~~ and ~~delivered~~ upon execution and delivery by the Company ~~and is a valid and binding agreement of~~ on or before the ~~Company~~Closing Date, ~~enforceable against the Company in accordance with its terms except as the enforceability thereof may~~ will be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the ~~knowledge~~ Company’s knowledge, each of the ~~Company, the~~ Insider ~~Letter~~ Letters has been duly authorized, executed and delivered by the ~~Sponsor~~ Founders and each of the Company’s directors and executive officers, respectively, ~~and~~ and, to the Company’s knowledge, is a valid and binding agreement of each of the ~~Sponsor~~ Founders and each of the Company’s directors and executive officers respectively, enforceable against each of the ~~Sponsor~~ Founders and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Capitol Acquisition Corp), Underwriting Agreement (Capitol Acquisition Corp)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement Warrants~~ Warrant Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s 's knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s 's knowledge, the Sponsor, enforceable against the Company and, to the Company’s 's knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally from time to time in effect and by equitable principles of general ~~applicability~~ applicability, and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally from time to time in effect and by equitable principles of general applicability. (vii) ~~To the knowledge of the Company, the~~ The Insider Letter has been duly authorized, executed and delivered by the Company, and, to the Company's knowledge, the Sponsor ~~and~~ each of the Company’s 's directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Company, and, to the Company's knowledge, the Sponsor ~~and~~ each of the Company’s 's directors and ~~executive~~ officers respectively, enforceable against the Company, and, to the Company's knowledge, the Sponsor ~~and~~ each of the Company’s 's directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (XPAC Acquisition Corp.), Underwriting Agreement (XPAC Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) ~~The~~ On the Closing Date, the Trust Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) ~~The~~ On the Closing Date, the Warrant Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) ~~The~~ On the Closing Date, the Registration Rights Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To On the ~~knowledge of the Company~~Closing Date, the Insider Letter ~~has been~~ will be duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is will be a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Healthcare AI Acquisition Corp.), Underwriting Agreement (Healthcare AI Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Omnichannel Acquisition Corp.), Underwriting Agreement (Omnichannel Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Advancit Acquisition Corp. I), Underwriting Agreement (Advancit Acquisition Corp. I)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement ~~Warrants Purchase~~ Warrant Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the ~~Insider~~ Letter Agreement has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Metals Acquisition Corp), Underwriting Agreement (Metals Acquisition Corp)

Appears in 2 contracts

Samples: Underwriting Agreement (Twelve Seas Investment Co. II), Underwriting Agreement (Twelve Seas Investment Co. II)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The ~~Administrative Services~~ Forward Purchase Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Dragoneer Growth Opportunities Corp. III), Underwriting Agreement (Dragoneer Growth Opportunities Corp. III)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider ~~Letter has~~ Letters have been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, ~~respectively,~~ respectively and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Apollo Strategic Growth Capital), Underwriting Agreement (Apollo Strategic Growth Capital)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement Warrants Purchase~~ Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Sponsor Unit Subscription Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vvi) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Clean Earth Acquisitions Corp.), Underwriting Agreement (Clean Earth Acquisitions Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) ~~The~~ On the Closing Date, the Trust Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) ~~The~~ On the Closing Date, the Warrant Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement ~~Warrants~~ Units Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) ~~The~~ On the Closing Date, the Registration Rights Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) ~~The Administrative Services Agreement has been duly authorized, executed and delivered by~~ On the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the CompanyClosing Date, the Insider Letter ~~has been~~ will be duly authorized, executed and delivered by the Sponsor and to the Company’s knowledge, each of the Company’s directors and executive officers, respectively, on the Closing Date and is will be a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (ShoulderUP Technology Acquisition Corp.), Underwriting Agreement (ShoulderUP Technology Acquisition Corp.)

Appears in 2 contracts

Samples: Underwriting Agreement (Santa Monica Media CORP), Underwriting Agreement (Santa Monica Media CORP)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement ~~Warrants~~ Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viv) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor and the Company’s officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor and the Company’s officers and directors, enforceable against the Company ~~in accordance with its terms except as the enforceability thereof may be limited by bankruptcy~~and, ~~insolvency, or similar laws affecting creditors’ rights generally from time~~ to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company’s knowledge, ~~enforceable against~~ the ~~Company~~ Sponsor and the Company’s officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~v) To the ~~knowledge of the~~ Company’s knowledge, the ~~Insider~~ Letter Agreement has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, ~~and~~ and, to the Company’s knowledge, is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against each of the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Gobi Acquisition Corp.), Underwriting Agreement (Gobi Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement ~~Warrants~~ Shares Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viv) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (viv) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~vi) ~~To the knowledge of the Company, the~~ The Insider Letter has been duly authorized, executed and delivered by the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers respectively, enforceable against the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Thoma Bravo Advantage), Underwriting Agreement (Thoma Bravo Advantage)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iv) The Private Placement ~~Warrants~~ Warrant Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~ the Enforceability Exceptions and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions.

Appears in 2 contracts

Samples: Underwriting Agreement (PowerUp Acquisition Corp.), Underwriting Agreement (PowerUp Acquisition Corp.)

Validity and Binding Effect of Agreements. (i1) This Agreement has been duly authorized, executed and delivered by the Company. (2) The Trust Agreement has been duly authorized, and upon execution and delivery by the Company ~~and is~~ on or before the Closing Date, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii3) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv4) The Private Placement Agreement has been duly authorized, executed and delivered by each of the Company and SP Acq LLC and is a valid and binding agreement of each of the Company and SP Acq LLC, enforceable against each of the Company and SP Acq LLC in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditor’s rights generally from time to time in effect and by equitable principles of general applicability. (5) The Steel Partners II, L.P. Purchase Agreement has been duly authorized, executed and delivered by each of the Company, SP Acq LLC and Steel Partners II, L.P. and is a valid and binding agreement of each of the Company, SP Acq LLC and Steel Partners II, L.P., enforceable against each of the Company, SP Acq LLC and Steel Partners II, L.P. in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditor’s rights generally from time to time in effect and by equitable principles of general applicability. (6) The Founder’s Purchase Agreement has been duly authorized, executed and delivered by each of the Company and SP Acq LLC and is a valid and binding agreement of each of the Company and SP Acq LLC, enforceable against each of the Company and SP Acq LLC in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditor’s rights generally from time to time in effect and by equitable principles of general applicability. (7) The Co-Investment Agreement has been duly authorized, executed and delivered by each of the Company, SP Acq LLC and Steel Partners II, L.P. and is a valid and binding agreement of each of the Company, SP Acq LLC and Steel Partners II, L.P., enforceable against each of the Company, SP Acq LLC and Steel Partners II, L.P. in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally from time to time in effect and by equitable principles of general applicability. The Co-Investment Units and the Co-Investment Shares have been duly authorized and, when issued and delivered in the manner set forth in the Co-Investment Agreement against payment therefor by Steel Partners II, L.P. pursuant to the Co-Investment Agreement, will have been validly issued, and in the case of the Co-Investment Shares, fully paid and nonassessable. The Co-Investment Warrants ~~Purchase~~ have been duly authorized and, when executed, authenticated, issued and delivered in the manner set forth in the Co-Investment Agreement against payment therefore by Steel Partners II, L.P. pursuant to the Co-Investment Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (8) The Services Agreement has been duly authorized, executed and delivered by the Company ~~and~~and Steel Partners, ~~to the Company’s knowledge, the Sponsor,~~ Ltd. and is a valid and binding agreement of the Company ~~and~~and Steel Partners, ~~to the Company’s knowledge, the Sponsor~~Ltd., enforceable against the Company ~~and~~and Steel Partners, ~~to the Company’s knowledge, the Sponsor~~ Ltd. in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v9) The Registration Rights Agreement has been duly authorized, ~~executed~~ and ~~delivered~~ upon execution and delivery by each of the ~~Company~~ Company, Steel Partners II, L.P. and is the Founders on or before the Closing Date, will be a valid and binding agreement of the Company, Steel Partners II, L.P. and the Founders enforceable against the ~~Company~~ Company, Steel Partners II, L.P. and the Founders in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally from time to time in effect and by equitable principles of general ~~applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable~~applicability. (vi10) The ~~Administrative Services~~ Adjustment Agreement has been duly authorized, executed and delivered by the ~~Company~~ Company, Steel Partners II, L.P. and the Founders and is a valid and binding agreement of the Company, Steel Partners II, L.P. and the Founders, enforceable against the ~~Company~~ Company, Steel Partners II, L.P. and the Founders in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~11) ~~To the knowledge of the Company, the Insider Letter~~ The Escrow Agreement has been duly authorized, executed and delivered by the ~~Sponsor~~ Company and ~~each of the Company’s directors and executive officers, respectively,~~ SP Acq LLC and is a valid and binding agreement of the ~~Sponsor~~ Company and ~~each of the Company’s directors and executive officers respectively~~SP Acq LLC, enforceable against the ~~Sponsor~~ Company and ~~each of the Company’s directors and executive officers, respectively,~~ SP Acq LLC in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~12) ~~The Securities Subscription Agreement~~ Each of the Insider Letters has been duly authorized, executed and delivered by SP Acq LLC, Steel Partners II, L.P. and each of the ~~Company~~ Company’s directors and executive officers respectively and is a valid and binding agreement of each of SP Acq LLC and Steel Partners II, L.P. and each of the Company’s directors and executive officers respectively, enforceable against each of SP Acq LLC and Steel Partners II, L.P. and each of the ~~Company~~ Company’s directors and executive officers respectively in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally from time to time in effect and by equitable principles of general applicability. (13) The Right of First Review Agreement has been duly authorized, executed and delivered by each of the Company, Steel Partners, L.L.C. (“SPLLC”) and Xx. Xxxxxx X. Lichtenstein, and is a valid and binding agreement of each the Company, SPLLC and Xx. Xxxxxx X. Lichtenstein enforceable against each of the Company, SPLLC and Xx. Xxxxxx X. Lichtenstein in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally and by equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding in equity or law).

Appears in 2 contracts

Samples: Underwriting Agreement (SP Acquisition Holdings, Inc.), Underwriting Agreement (SP Acquisition Holdings, Inc.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~. (iii)~~ . The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iviii) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company ~~and, to~~ and the ~~Company’s knowledge, the Sponsor,~~ Sponsor and is a valid and binding agreement of the Company ~~and, to the Company’s knowledge,~~ and the Sponsor, enforceable against the Company ~~and, to the Company’s knowledge,~~ and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viv) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the ~~Company~~Company and the Sponsor, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (viv) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive ~~officers, respectively,~~ officers and is a valid and binding agreement of the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers respectively, enforceable against the Sponsor ~~and~~ and, to the Company’s knowledge, each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Bridgetown 2 Holdings LTD), Underwriting Agreement (Bridgetown 2 Holdings LTD)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the ~~Company~~Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the ~~knowledge of the~~ Company’s knowledge, the ~~Insider~~ Letter Agreement has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Black Spade Acquisition Co), Underwriting Agreement (Black Spade Acquisition Co)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.[Reserved] (iv) The Private Placement ~~Warrants~~ Shares Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The ~~Administrative Services~~ Forward Purchase Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Dragoneer Growth Opportunities Corp. II), Underwriting Agreement (Dragoneer Growth Opportunities Corp. II)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration and Shareholder Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration and Shareholder Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Green Visor Financial Technology Acquisition Corp I), Underwriting Agreement (Green Visor Financial Technology Acquisition Corp I)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) ~~The~~ On the Closing Date, the Trust Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) ~~The~~ On the Closing Date, the Warrant Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) ~~The~~ On the Closing Date, the Registration Rights Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) ~~The~~ On the Closing Date, the Administrative Services Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To On the ~~knowledge of the Company~~Closing Date, the Insider Letter ~~has been~~ will be duly authorized, executed and delivered by the Sponsor and to the Company’s knowledge, each of the Company’s ~~directors~~ directors, executive officers and ~~executive officers~~advisory board members, respectively, on the Closing Date and is will be a valid and binding agreement of the Sponsor ~~and~~ and, to the Company’s knowledge, each of the Company’s ~~directors and~~ directors, executive officers and advisory board members, respectively, enforceable against the Sponsor ~~and~~ and, to the Company’s knowledge, each of the Company’s ~~directors~~ directors, executive officers and ~~executive officers~~advisory board members, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Kernel Group Holdings, Inc.), Underwriting Agreement (Kernel Group Holdings, Inc.)

Validity and Binding Effect of Agreements. (i1) This Agreement has been duly authorized, executed and delivered by the Company. (2) The Trust Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Trustee and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Trustee, enforceable against the Company and, to the Company’s knowledge, the Trustee in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (3) The Escrow Agreement has been duly authorized, executed and delivered by the Company, and, to the Company’s knowledge, each of the Initial Shareholders and Continental Stock Transfer & Trust Company, as escrow agent, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Initial Shareholders and Continental Stock Transfer & Trust Company, enforceable against the Company and, to the Company’s knowledge, the Initial Shareholders and Continental Stock Transfer & Trust Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii4) The ~~Trust~~ Warrant Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Warrant Agent and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Warrant Agent, enforceable against the Company and, to the Company’s knowledge, the Warrant Agent in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~iii~~5) The Warrant Subscription Agreement has been duly authorized, executed and delivered by the Company and Xxxxxx Xxxx-Xxx Xxxx and Xxxxxxxx Xxxxxxxx is a valid and binding agreement of the ~~Company~~Company and Xxxxxx Xxxx-Xxx Xxxx and Xxxxxxxx Xxxxxxxx, enforceable against the Company and Xxxxxx Xxxx-Xxx Xxxx and Xxxxxxxx Xxxxxxxx in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv6) The ~~Private Placement Warrants Purchase~~ Services Agreement has been duly authorized, executed and delivered by the Company ~~and~~and Kang & Company, ~~to the Company’s knowledge, the Sponsor, and~~ Ltd. is a valid and binding agreement of the Company ~~and~~and Kang & Company, ~~to the Company’s knowledge, the Sponsor~~Ltd., enforceable against the Company ~~and~~and Kang & Company, ~~to the Company’s knowledge, the Sponsor~~ Ltd. in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v7) The Registration Rights Agreement has been duly authorized, ~~executed~~ and ~~delivered~~ upon execution and delivery by the Company ~~and is~~ and, to the Company’s knowledge, the Initial Shareholders on or before the Closing Date, will be a valid and binding agreement of the Company and, to the Company’s knowledge, the Initial Shareholders, enforceable against the Company ~~in accordance with its terms except as the enforceability thereof may be limited by bankruptcy~~and, ~~insolvency, or similar laws affecting creditors’ rights generally from time~~ to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company’s knowledge, ~~enforceable against~~ the ~~Company~~ Initial Shareholders in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii)~~ 8) To the ~~knowledge~~ Company’s knowledge, each of the ~~Company, the~~ Insider ~~Letter~~ Letters has been duly authorized, executed and delivered by the ~~Sponsor~~ Founding Shareholders and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the ~~Sponsor~~ Founding Shareholders and each of the Company’s directors and executive officers respectively, enforceable against the ~~Sponsor~~ Founding Shareholders and each of the Company’s directors and executive ~~officers, respectively,~~ officers respectively in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (North Asia Investment CORP), Underwriting Agreement (North Asia Investment CORP)

Validity and Binding Effect of Agreements. (i1) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii2) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~iii~~3) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv4) The ~~Private Placement Warrants~~ Securities Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, ~~the Sponsor~~SMCP, LLC, and is a valid and binding agreement of the Company and, to the Company’s knowledge, each of the ~~Sponsor~~SMCP, LLC, enforceable against the Company and, to the Company’s knowledge, ~~the Sponsor~~ SMCP, LLC in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v5) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii6) The ~~Securities Subscription~~ Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (7) The Underwriters’ Purchase Option has been duly authorized, and when duly executed and delivered by the Company on the Closing Date will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (8) The UPO Registration Rights Agreement has been duly authorized and when duly executed and delivered by the Company on the Closing Date will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (9) To the Company’s knowledge, each of the Insider Letters has been duly authorized, executed and delivered by each of the Initial Stockholders and is a valid and binding agreement of each of the Initial Stockholders, enforceable against each of the Initial Stockholders in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Santa Monica Media CORP), Underwriting Agreement (Santa Monica Media CORP)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider ~~Letter has~~ Letters have been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Churchill Capital Corp VII), Underwriting Agreement (Churchill Capital Corp VII)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement~~ Sponsor Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the ~~Insider~~ Letter Agreement has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Provident Acquisition Corp.), Underwriting Agreement (Provident Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iii) The Warrant ~~Agreement has~~ Agreements have been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company ~~and, to the Company’s knowledge,~~ and the Sponsor, and is a valid and binding agreement of the Company ~~and, to the Company’s knowledge,~~ and the Sponsor, enforceable against the Company ~~and, to the Company’s knowledge,~~ and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~ the Enforceability Exceptions and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (vii) ~~To the knowledge of the Company, the~~ The Insider Letter has been duly authorized, executed and delivered by the Sponsor ~~and~~ and, to the knowledge of the Company, by each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor ~~and~~ and, to the knowledge of the Company, of each of the Company’s directors and executive officers respectively, enforceable against the Sponsor ~~and~~ and, to the knowledge of the Company, against each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy~~the Enforceability Exceptions. (ix) The Promissory Note has been duly authorized, ~~insolvency~~executed and delivered by the Company and is a valid and binding agreement of the Company, ~~or similar laws affecting creditors’ rights generally from time to time~~ enforceable against the Company in ~~effect and~~ accordance with its terms except as the enforceability thereof may be limited by ~~equitable principles of general applicability~~the Enforceability Exceptions.

Appears in 2 contracts

Samples: Underwriting Agreement (SilverBox Corp III), Underwriting Agreement (SilverBox Corp III)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement ~~Warrants Purchase~~ Share Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (viv) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~ the Enforceability Exceptions and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (viv) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (~~vii~~vi) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of ~~the Sponsor and~~ each of the ~~Company’s directors and executive officers respectively~~parties thereto, enforceable against ~~the Sponsor and~~ each of the ~~Company’s directors and executive officers, respectively~~parties thereto, in accordance with its ~~terms~~ terms, except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions.

Appears in 2 contracts

Samples: Underwriting Agreement (Two), Underwriting Agreement (Two)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~ the Enforceability Exceptions and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Forward Purchase Agreement has been duly authorized and, when delivered in connection with the consummation of this Offering, will be duly executed and delivered by the Company and Engaged Capital and will be a valid and binding agreement of the Company and Engaged Capital, enforceable against the Company and Engaged Capital in accordance with its terms except as the enforceability thereof may be limited by the Enforceability Exceptions. (vii) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (~~vii~~viii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (~~viii~~ix) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions.

Appears in 2 contracts

Samples: Underwriting Agreement (Silverbox Engaged Merger Corp I), Underwriting Agreement (Silverbox Engaged Merger Corp I)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a legally valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement ~~Warrants~~ Units Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) ~~To the knowledge of the Company, the~~ The Insider ~~Letter has~~ Letters have been duly authorized, executed and delivered by the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Athena Technology Acquisition Corp.), Underwriting Agreement (Athena Technology Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iii) The Warrant ~~Agreement has~~ Agreements have been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iv) The Private Placement ~~Warrants~~ Units Purchase Agreement has been duly authorized, executed and delivered by the Company ~~and, to the Company’s knowledge,~~ and the Sponsor, and is a valid and binding agreement of the Company ~~and, to the Company’s knowledge,~~ and the Sponsor, enforceable against the Company ~~and, to the Company’s knowledge,~~ and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~ the Enforceability Exceptions and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (vii) ~~To the knowledge of the Company, the~~ The Insider Letter has been duly authorized, executed and delivered by the Sponsor ~~and~~ and, to the knowledge of the Company, by each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor ~~and~~ and, to the knowledge of the Company, of each of the Company’s directors and executive officers respectively, enforceable against the Sponsor ~~and~~ and, to the knowledge of the Company, against each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy~~the Enforceability Exceptions. (ix) The Promissory Note has been duly authorized, ~~insolvency~~executed and delivered by the Company and is a valid and binding agreement of the Company, ~~or similar laws affecting creditors’ rights generally from time to time~~ enforceable against the Company in ~~effect~~ accordance with its terms except as the enforceability thereof may be limited by the Enforceability Exceptions. (x) The Financial Services Agreement has been duly authorized, executed and delivered by ~~equitable principles~~ the Company and is a valid and binding agreement of ~~general applicability~~the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by the Enforceability Exceptions.

Appears in 2 contracts

Samples: Underwriting Agreement (SilverBox Corp IV), Underwriting Agreement (SilverBox Corp IV)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement Warrants Purchase~~ Sponsor Unit Subscription Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Clean Earth Acquisitions Corp.), Underwriting Agreement (Clean Earth Acquisitions Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement Warrants~~ Warrant Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Capstar Special Purpose Acquisition Corp.), Underwriting Agreement (Capstar Special Purpose Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement Warrants~~ Warrant Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general ~~applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable~~applicability. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s ~~directors~~ directors, director nominees and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s ~~directors~~ directors, director nominees and executive officers respectively, enforceable against the Sponsor and each of the Company’s ~~directors~~ directors, director nominees and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 2 contracts

Samples: Underwriting Agreement (Haymaker Acquisition Corp. III), Underwriting Agreement (Haymaker Acquisition Corp. III)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general ~~applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable~~applicability. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the ~~Company~~Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Company and the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Company and the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers respectively, enforceable against the Company and the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the ~~Company~~Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Mason Industrial Technology, Inc.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company. (ii) The Escrow Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company and, to the Company’s knowledge, each of the Founders, enforceable against the Company and, to the Company’s knowledge, each of the Founders, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iiiii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~iii~~iv) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ivv) The ~~Private Placement Warrants Purchase Agreement has~~ Subscription Agreements have been duly authorized, executed and delivered by the Company ~~and, to~~ and the ~~Company’s knowledge, the Sponsor~~Sponsors, and each is a valid and binding agreement of the ~~Company and, to the~~ Company~~’s knowledge, the Sponsor~~, enforceable against the Company ~~and~~and the Sponsors, ~~to the Company’s knowledge, the Sponsor~~ respectively in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vvi) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the ~~knowledge~~ Company’s knowledge, each of the ~~Company, the~~ Insider ~~Letter~~ Letters has been duly authorized, executed and delivered by the ~~Sponsor~~ directors, officers and ~~each of~~ Founders party thereto and, to the Company’s ~~directors and executive officers~~knowledge, ~~respectively, and~~ is a valid and binding agreement of ~~the Sponsor and~~ each of ~~the Company’s directors and executive officers respectively~~such Founder, enforceable against ~~the Sponsor and~~ each ~~of the Company’s directors and executive officers, respectively,~~ such Founder in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Triplecrown Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) ~~The~~ On the Closing Date, the Trust Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) ~~The~~ On the Closing Date, the Warrant Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement ~~Warrants~~ Units Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) ~~The~~ On the Closing Date, the Registration and Shareholder Rights Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration and Shareholder Rights Agreement may be unenforceable. (vi) ~~The~~ On the Closing Date, the Administrative Services Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To On the ~~knowledge of the Company~~Closing Date, the Insider Letter ~~has been~~ will be duly authorized, executed and delivered by the Sponsor and to the Company’s knowledge, each of the Company’s directors and executive officers, respectively, on the Closing Date and is will be a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Frontier Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Stock Escrow Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsors and the officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsors and officers and directors, enforceable against the Company and, to the Company’s knowledge, the Sponsors and officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~iii~~iv) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ivv) The ~~Private Placement~~ Founder Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the ~~Sponsor~~Sponsors and the officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the ~~Sponsor~~Sponsors and officers and directors, enforceable against the Company and, to the Company’s knowledge, the ~~Sponsor~~ Sponsors and officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vvi) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsors and the officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsors and officers and directors, enforceable against the Company ~~in accordance with its terms except as the enforceability thereof may be limited by bankruptcy~~and, ~~insolvency, or similar laws affecting creditors’ rights generally from time~~ to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company’s knowledge, ~~enforceable against~~ the ~~Company~~ Sponsors and officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the ~~knowledge~~ Company’s knowledge, each of the ~~Company, the~~ Insider ~~Letter~~ Letters has been duly authorized, executed and delivered by the ~~Sponsor~~ Sponsors and each of the Company’s directors and executive officers, respectively, ~~and~~ and, to the Company’s knowledge, is a valid and binding agreement of the ~~Sponsor~~ Sponsors and each of the Company’s directors and executive officers respectively, enforceable against each of the ~~Sponsor~~ Sponsors and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Capitol Acquisition Corp. III)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company~~ Company. (ii) The Founders’ Securities Escrow Agreement has been duly authorized, executed and delivered by the Company, and, to the Company’s knowledge, each of the Founders, respectively, and is a valid and binding agreement of the Company, and, to the Company’s knowledge, each of the Founders, respectively, enforceable against the ~~Company~~ Company, and, to the Company’s knowledge, each of the Founders, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iiiii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~iii~~iv) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ivv) The ~~Private Placement Warrants Purchase~~ Sponsor’s Warrant Agreement has been duly authorized, executed and delivered by each of the Company and, to the Company’s knowledge, the ~~Sponsor,~~ Sponsor and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vvi) The ~~Registration Rights~~ Co-Investment Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, each of the Co-Investors, respectively, and is a valid and binding agreement of the Company and, to the Company’s knowledge, each of the Co-Investors, respectively, enforceable against the Company and, to the Company’s knowledge, each of the Co-Investors, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general ~~applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable~~applicability. (vivii) The ~~Administrative~~ Services Agreement has been duly authorized, executed and delivered by each of the Company and, to the Company’s knowledge, JLJ Partners and is a valid and binding agreement of the Company and, to the Company’s knowledge, JLJ Partners, enforceable against the Company and, to the Company’s knowledge, JLJ Partners in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Registration Rights Agreement has been duly authorized, and upon execution and delivery by the Company on or before the Closing Date, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~ix) To the ~~knowledge~~ Company’s knowledge, each of the ~~Company, the~~ Insider ~~Letter~~ Letters has been duly authorized, executed and delivered by each of the ~~Sponsor~~ Founders and each of the Company’s directors and executive ~~officers, respectively,~~ officers respectively and is a valid and binding agreement of each of the ~~Sponsor~~ Founders and each of the Company’s directors and executive officers respectively, enforceable against each of the ~~Sponsor~~ Founders and each of the Company’s directors and executive ~~officers, respectively,~~ officers respectively in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Global Brands Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The ~~Warrant~~ Private Placement Share Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the ~~Company~~Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the ~~Company~~Company and the Sponsor, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (viv) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive ~~officers, respectively,~~ officers and is a valid and binding agreement of the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers respectively, enforceable against the Sponsor ~~and~~ and, to the Company’s knowledge, each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Bridgetown 3 Holdings LTD)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Sponsor Letter has been duly authorized, executed and delivered by the Sponsor and is a valid and binding agreement of the Sponsor, enforceable against the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~iii~~iv) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ivv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the ~~Sponsor~~Sponsor and the Company’s officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the ~~Sponsor~~Sponsor and the Company’s officers and directors, enforceable against the Company and, to the Company’s knowledge, the Sponsor and Company’s officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vvi) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor and the Company’s officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor and the Company’s officers and directors, enforceable against the Company ~~in accordance with its terms except as the enforceability thereof may be limited by bankruptcy~~and, ~~insolvency, or similar laws affecting creditors’ rights generally from time~~ to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company’s knowledge, ~~enforceable against~~ the ~~Company~~ Sponsor and the Company’s officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the ~~knowledge~~ Company’s knowledge, each of the ~~Company, the~~ Insider ~~Letter~~ Letters has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, ~~and~~ and, to the Company’s knowledge, is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against each of the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The ~~Securities Subscription~~ Services Agreement has been duly authorized, executed and delivered by the ~~Company~~ Company, and to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company, and to the Company’s knowledge, the Sponsor, enforceable against the ~~Company~~ Company, and to the Company’s knowledge, the Sponsor, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (BrightSpark Capitol Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Stock Escrow Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor and the officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor and officers and directors, enforceable against the Company and, to the Company’s knowledge, the Sponsor and officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~iii~~iv) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ivv) The ~~Private Placement~~ Sponsor Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the ~~Sponsor~~Sponsor and the officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the ~~Sponsor~~Sponsor and officers and directors, enforceable against the Company and, to the Company’s knowledge, the Sponsor and officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vvi) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor and the officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor and officers and directors, enforceable against the Company ~~in accordance with its terms except as the enforceability thereof may be limited by bankruptcy~~and, ~~insolvency, or similar laws affecting creditors’ rights generally from time~~ to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company’s knowledge, ~~enforceable against~~ the ~~Company~~ Sponsor and officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the ~~knowledge~~ Company’s knowledge, each of the ~~Company, the~~ Insider ~~Letter~~ Letters has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, ~~and~~ and, to the Company’s knowledge, is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against each of the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Capitol Acquisition Corp. II)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company ~~and, to~~ and the ~~Company’s knowledge, the Sponsor,~~ Sponsor and is a valid and binding agreement of the Company ~~and, to the Company’s knowledge,~~ and the Sponsor, enforceable against the Company ~~and, to the Company’s knowledge,~~ and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the ~~Company~~Company and the Sponsor, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive ~~officers, respectively,~~ officers and is a valid and binding agreement of the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers respectively, enforceable against the Sponsor ~~and~~ and, to the Company’s knowledge, each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Bridgetown 3 Holdings LTD)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The ~~Trust~~ Stock Escrow Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The ~~Warrant~~ Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Sponsor Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor and the officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor and officers and directors, enforceable against the Company and, to the Company’s knowledge, the Sponsor and officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vi) The Registration Rights Agreement has been duly authorized, and upon execution and delivery by the Company on or before the Closing Date, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the ~~knowledge~~ Company’s knowledge, each of the ~~Company, the~~ Insider ~~Letter~~ Letters has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, ~~and~~ and, to the Company’s knowledge, is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against each of the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Capitol Acquisition Corp. II)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) ~~The~~ On the Closing Date, the Trust Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.[Reserved] (iv) The Private Placement ~~Warrants~~ Shares Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) ~~The~~ On the Closing Date, the Registration Rights Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) ~~The Administrative Services Agreement has been duly authorized~~On the Closing Date, ~~executed and delivered by~~ the ~~Company and is a valid and binding agreement of the Company~~Insider Letter, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to ~~time in effect and by equitable principles of general applicability. (vii) To~~ the knowledge of the Company, ~~the Insider Letter has been~~ will be duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is will be a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (TCV Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by ~~the Company and is a valid and binding agreement of~~ the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative ~~Services~~ Support Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s ~~directors~~ directors, director nominees and executive officers, ~~respectively,~~ respectively and is a valid and binding agreement of the Sponsor and each of the Company’s ~~directors~~ directors, director nominees and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Spartan Acquisition Corp. IV)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) ~~The~~ On the Closing Date, the Trust Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) ~~The~~ On the Closing Date, the Warrant Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) ~~The Registration Rights~~ On the Closing Date, the Forward Purchase Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is Yucaipa Acquisition Manager, LLC, and will be valid and binding agreement of the Company and Yucaipa Acquisition Manager, LLC enforceable against the Company and Yucaipa Acquisition Manager, LLC in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vi) On the Closing Date, the Registration and Shareholder Rights Agreement will be duly authorized, executed and delivered by the Company and will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration and Shareholder Rights Agreement may be unenforceable. (vivii) ~~The~~ On the Closing Date, the Administrative Services Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~viii) To the knowledge of the Company, the Insider Letter ~~has been~~ will be duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, on the Closing Date and is will be a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~ix) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Yucaipa Acquisition Corp)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability[Reserved]. (iv) The Private Placement ~~Warrants~~ Shares Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider ~~Letter has~~ Letters have been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (AltC Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company. (ii) The Trust Agreement has been duly authorized, and upon execution and delivery by the Company ~~and is~~ on or before the Closing Date, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement Warrants~~ Stock Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting ~~creditors’~~ creditor's rights generally from time to time in effect and by equitable principles of general ~~applicability~~ applicability. (v) The Warrant Purchase Agreement has been duly authorized, executed and ~~except that~~ delivered by the ~~indemnification~~ Company and ~~contribution provisions~~ is a valid and binding agreement of the ~~Registration Rights Agreement~~ Company, enforceable against the Company and the Sponsors in accordance with its terms except as the enforceability thereof may be ~~unenforceable.~~limited by bankruptcy, insolvency, or similar laws affecting creditor's rights generally from time to time in effect and by equitable principles of general applicability (vi) The ~~Administrative~~ Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The ~~Securities Subscription~~ Registration Rights Agreement has been duly authorized, ~~executed~~ and ~~delivered~~ upon execution and delivery by the Company ~~and is~~ on or before the Closing Date, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ ' rights generally from time to time in effect and by equitable principles of general applicability. (viii) To the Company's knowledge, each of the Insider Letters has been duly authorized, executed and delivered by Jakal, Hanover Overseas Limited, STC Investment Holdings LLC, Solar Capital, LLC and each of the Company's directors and executive officers respectively and is a valid and binding agreement of each of Jakal, Hanover Overseas Limited, STC Investment Holdings LLC, Solar Capital and each of the Company's directors and executive officers respectively, enforceable to the Company's knowledge against each of Jakal, Hanover Overseas Limited, STC Investment Holdings LLC, Solar Capital, LLC and each of the Company's directors and executive officers respectively in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally from time to time in effect and by equitable principles of general applicability. (ix) The Right of First Review Agreement has been duly authorized, executed and delivered by the Company, and to the Company's knowledge, Hanover Group US, LLC, Mark D. Klein and Paul D. Lapping, and is a valid and binxxxx xxxxxxxxt of xxx Xxxxxxx, xxx to the Company's knowledge, Hanover Group US, LLC, Mark D. Klein and Paul D. Lapping, enforceable in accordaxxx xxxx xxx terms except as xxx enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors' rights generally and by equitable principles of general applicability (regardless of whether enforceability is considered in a proceeding in equity or law).

Appears in 1 contract

Samples: Underwriting Agreement (Alternative Asset Management Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Forward Purchase Agreement has been duly authorized, executed and delivered by the Company and Yucaipa Acquisition Manager, LLC, and is a valid and binding agreement of the Company and Yucaipa Acquisition Manager, LLC enforceable against the Company and Yucaipa Acquisition Manager, LLC in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vi) The Registration and Shareholder Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration and Shareholder Rights Agreement may be unenforceable. (vivii) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~viii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~ix) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Yucaipa Acquisition Corp)

Validity and Binding Effect of Agreements. (i1) This Agreement has been duly authorized, executed and delivered by the Company. (2) The Trust Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Trustee and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Trustee, enforceable against the Company and, to the Company’s knowledge, the Trustee in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (3) The Escrow Agreement has been duly authorized, executed and delivered by the Company, and, to the Company’s knowledge, each of the Initial Shareholders and Continental Stock Transfer & Trust Company, as escrow agent, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Initial Shareholders and Continental Stock Transfer & Trust Company, enforceable against the Company and, to the Company’s knowledge, the Initial Shareholders and Continental Stock Transfer & Trust Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii4) The ~~Trust~~ Warrant Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Warrant Agent and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Warrant Agent, enforceable against the Company and, to the Company’s knowledge, the Warrant Agent in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~iii~~5) The Warrant Subscription Agreement has been duly authorized, executed and delivered by the Company and Xxxxxx Xxxx-Xxx Xxxx is a valid and binding agreement of the ~~Company~~Company and Xxxxxx Xxxx-Xxx Xxxx, enforceable against the Company and Xxxxxx Xxxx-Xxx Xxxx in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv6) The ~~Private Placement Warrants Purchase~~ Services Agreement has been duly authorized, executed and delivered by the Company ~~and~~and Kang & Company, ~~to the Company’s knowledge, the Sponsor, and~~ Ltd. is a valid and binding agreement of the Company ~~and~~and Kang & Company, ~~to the Company’s knowledge, the Sponsor~~Ltd., enforceable against the Company ~~and~~and Kang & Company, ~~to the Company’s knowledge, the Sponsor~~ Ltd. in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v7) The Registration Rights Agreement has been duly authorized, ~~executed~~ and ~~delivered~~ upon execution and delivery by the Company ~~and is~~ and, to the Company’s knowledge, the Initial Shareholders on or before the Closing Date, will be a valid and binding agreement of the Company and, to the Company’s knowledge, the Initial Shareholders, enforceable against the Company ~~in accordance with its terms except as the enforceability thereof may be limited by bankruptcy~~and, ~~insolvency, or similar laws affecting creditors’ rights generally from time~~ to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company’s knowledge, ~~enforceable against~~ the ~~Company~~ Initial Shareholders in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii)~~ 8) To the ~~knowledge~~ Company’s knowledge, each of the ~~Company, the~~ Insider ~~Letter~~ Letters has been duly authorized, executed and delivered by the ~~Sponsor~~ Founding Shareholders and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the ~~Sponsor~~ Founding Shareholders and each of the Company’s directors and executive officers respectively, enforceable against the ~~Sponsor~~ Founding Shareholders and each of the Company’s directors and executive ~~officers, respectively,~~ officers respectively in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (North Asia Investment CORP)

Appears in 1 contract

Samples: Underwriting Agreement (Bank Street Telecom Funding Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Stock Escrow Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsors and the officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsors and officers and directors, enforceable against the Company and, to the Company’s knowledge, the Sponsors and officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~iii~~iv) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ivv) The ~~Private Placement~~ Sponsor Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the ~~Sponsor~~Sponsors and the officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the ~~Sponsor~~Sponsors and officers and directors, enforceable against the Company and, to the Company’s knowledge, the ~~Sponsor~~ Sponsors and officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vvi) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsors and the officers and directors, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsors and officers and directors, enforceable against the Company ~~in accordance with its terms except as the enforceability thereof may be limited by bankruptcy~~and, ~~insolvency, or similar laws affecting creditors’ rights generally from time~~ to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company’s knowledge, ~~enforceable against~~ the ~~Company~~ Sponsors and officers and directors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the ~~knowledge~~ Company’s knowledge, each of the ~~Company, the~~ Insider ~~Letter~~ Letters has been duly authorized, executed and delivered by the ~~Sponsor~~ Sponsors and each of the Company’s directors and executive officers, respectively, ~~and~~ and, to the Company’s knowledge, is a valid and binding agreement of the ~~Sponsor~~ Sponsors and each of the Company’s directors and executive officers respectively, enforceable against each of the ~~Sponsor~~ Sponsors and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Capitol Acquisition Corp. III)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability[Reserved]. (iv) The Private Placement ~~Warrants~~ Shares Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider ~~Letter has~~ Letters have been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription ~~Agreement~~ Agreement, as amended, has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (AltC Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Stock Escrow Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor and the other holders of shares of Founders’ Common Stock, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor and other holders of shares of Founders’ Common Stock, enforceable against the Company and, to the Company’s knowledge, the Sponsor and other holders of shares of Founders’ Common Stock in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~iii~~iv) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ivv) The ~~Private Placement~~ Sponsor Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vvi) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor and the other holders of shares of Founders’ Common Stock, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor and other holders of shares of Founders’ Common Stock, enforceable against the Company ~~in accordance with its terms except as the enforceability thereof may be limited by bankruptcy~~and, ~~insolvency, or similar laws affecting creditors’ rights generally from time~~ to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company’s knowledge, ~~enforceable against~~ the ~~Company~~ Sponsor and other holders of shares of Founders’ Common Stock in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the ~~knowledge~~ Company’s knowledge, each of the ~~Company, the~~ Insider ~~Letter~~ Letters has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, ~~and~~ and, to the Company’s knowledge, is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against each of the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Highland Acquisition Corp)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement Warrants~~ Warrant Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the ~~Company~~ Company, and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) ~~The~~ Each Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Crescera Capital Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the ~~Company and is a valid and binding agreement of the~~ Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iii) The Warrant ~~Agreement has~~ Agreements have been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iv) The Private Placement ~~Warrants~~ Units Purchase Agreement has been duly authorized, executed and delivered by the Company ~~and, to the Company’s knowledge,~~ and the Sponsor, and is a valid and binding agreement of the Company ~~and, to the Company’s knowledge,~~ and the Sponsor, enforceable against the Company ~~and, to the Company’s knowledge,~~ and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~ the Enforceability Exceptions and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (vii) ~~To the knowledge of the Company, the~~ The Insider Letter has been duly authorized, executed and delivered by the Sponsor ~~and~~ and, to the knowledge of the Company, by each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor ~~and~~ and, to the knowledge of the Company, of each of the Company’s directors and executive officers respectively, enforceable against the Sponsor ~~and~~ and, to the knowledge of the Company, against each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy~~the Enforceability Exceptions. (ix) The Promissory Note has been duly authorized, ~~insolvency~~executed and delivered by the Company and is a valid and binding agreement of the Company, ~~or similar laws affecting creditors’ rights generally from time to time~~ enforceable against the Company in ~~effect and~~ accordance with its terms except as the enforceability thereof may be limited by ~~equitable principles of general applicability~~the Enforceability Exceptions.

Appears in 1 contract

Samples: Underwriting Agreement (SilverBox Corp IV)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by ~~the Company and is a valid and binding agreement of~~ the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, ~~insolvency,~~ insolvency or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Public Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vvi) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vivii) The Administrative ~~Services~~ Support Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~viii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s ~~directors~~ directors, director nominees and executive officers, ~~respectively,~~ respectively and is a valid and binding agreement of the Sponsor and each of the Company’s ~~directors~~ directors, director nominees and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~ix) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Spartan Acquisition Corp. IV)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) ~~The~~ On the Closing Date, the Trust Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) ~~The~~ On the Closing Date, the Warrant Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement ~~Warrants~~ Units Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) ~~The~~ On the Closing Date, the Registration and Shareholder Rights Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration and Shareholder Rights Agreement may be unenforceable. (vi) ~~The~~ On the Closing Date, the Administrative Services Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To On the ~~knowledge of the Company~~Closing Date, the Insider Letter ~~has been~~ will be duly authorized, executed and delivered by the Sponsor and to the Company’s knowledge, each of the Company’s directors and executive officers, respectively, on the Closing Date and is will be a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Frontier Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement Warrants~~ Warrant Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) ~~The~~ Each Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Crescera Capital Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Forward Purchase Agreement has been duly authorized, executed and delivered by the Company, Kingstown and the Sponsor, and constitutes a valid and legally binding obligation of the Company, Kingstown and the Sponsor enforceable against the Company, Kingstown and the Sponsor, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (vi) The Forward Purchase Shares to be issued and sold by the Company have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Forward Purchase Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; the Forward Purchase Shares, have been duly authorized by the Company and validly reserved for issuance; and the Forward Purchase Shares will conform to the descriptions thereof in the Registration Statement and the Statutory Prospectus (vii) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (viviii) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~ix) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~x) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Inflection Point Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company. (ii) On the Closing Date, the Trust Agreement will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (iiiii) ~~The Trust~~ On the Closing Date, the Warrant Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (~~iii~~iv) ~~The~~ On the Closing Date, the Private Warrant Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (ivv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (vvi) ~~The~~ On the Closing Date, the Registration Rights Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~ the Enforceability Exceptions and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vivii) ~~The Administrative~~ On the Closing Date, the Services and Facilities Agreement ~~has been~~ will be duly authorized, executed and delivered by the Company and is will be a valid and binding agreement of the Company, enforceable against the Company in accordance with its respective terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (~~vii~~viii) To On the ~~knowledge of the Company~~Closing Date, the Insider Letter ~~has been~~ will be duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is will be a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions. (~~viii~~ix) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by ~~bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability~~the Enforceability Exceptions.

Appears in 1 contract

Samples: Underwriting Agreement (C&W Acquisition Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement~~ Sponsor Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) ~~The~~ Each Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Brimstone Acquisition Holdings Corp.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The ~~Private Placement~~ Sponsor Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and ~~executive~~ officers respectively, enforceable against the Sponsor and each of the Company’s directors and ~~executive~~ officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~vii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Category Leader Partner Corp 1)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration and Shareholder Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration and Shareholder Rights Agreement may be unenforceable. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) ~~To the knowledge of the Company, the~~ The Insider Letter has been duly authorized, executed and delivered by the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers respectively, enforceable against the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Thoma Bravo Advantage)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general ~~applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable~~applicability. (vi) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the ~~Company~~Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Company and the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Company and the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers respectively, enforceable against the Company and the Sponsor ~~and~~ and, to the knowledge of the Company, each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (viii) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the ~~Company~~Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ix) The Forward Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Mason Industrial Technology, Inc.)

Validity and Binding Effect of Agreements. (i) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (ii) The Trust Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iii) The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (iv) The Private Placement Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (v) The Forward Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, HEC Master, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor, enforceable against the Company and, to the Company’s knowledge, HEC Master in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (vi) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability and except that the indemnification and contribution provisions of the Registration Rights Agreement may be unenforceable. (vivii) The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~vii~~viii) To the knowledge of the Company, the Insider Letter has been duly authorized, executed and delivered by the Sponsor and each of the Company’s directors and executive officers, respectively, and is a valid and binding agreement of the Sponsor and each of the Company’s directors and executive officers respectively, enforceable against the Sponsor and each of the Company’s directors and executive officers, respectively, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability. (~~viii~~ix) The Securities Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

Appears in 1 contract

Samples: Underwriting Agreement (Hudson Executive Investment Corp. II)

Common use of Validity and Binding Effect of Agreements Clause in Contracts