Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 5 contracts
Samples: Underwriting Agreement (Staccato Acquisition Corp.), Underwriting Agreement (Symphony Acquisition Corp.), Underwriting Agreement (Staccato Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.24 hereof), the Trust Agreement, the Subscription AgreementsAgreements (as defined in Section 2.25.2 hereof), the Services Agreement (as defined in Section 3.7.2 hereof2.25.5), the Underwriter’s Purchase Option, the Escrow Agreement (as defined in Section 2.22.2 2.25.3 hereof) and ), the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.25.7) and the Plan (as defined in Section 3.31) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 5 contracts
Samples: Underwriting Agreement (China VantagePoint Acquisition Co), Underwriting Agreement (China VantagePoint Acquisition Co), Underwriting Agreement (China VantagePoint Acquisition Co)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.22 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 3.5.2 hereof), the Escrow Rights Agreement (as defined in Section 2.22.2 2.23), the Subscription Agreements (as defined in Section 2.24.2 hereof) and ), the Registration Rights Agreement (as defined in Section 2.22.4 2.24.3 hereof), the Business Combination Marketing Agreement (as defined in Section 2.33) and the Escrow Agreement (as defined in Section 2.24.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 4 contracts
Samples: Underwriting Agreement (Cleantech Acquisition Corp.), Underwriting Agreement (Cleantech Acquisition Corp.), Underwriting Agreement (Ventoux CCM Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription AgreementsAgreement, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.22.2 hereof) and 2.24.7), the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase OptionOption (collectively, has the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 4 contracts
Samples: Underwriting Agreement (Dila Capital Acquisition Corp), Underwriting Agreement (Dila Capital Acquisition Corp), Underwriting Agreement (DD3 Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Warrant Purchase Agreement (as defined in Section 2.22.4 2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s 's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 4 contracts
Samples: Underwriting Agreement (ChinaGrowth South Acquisition CORP), Underwriting Agreement (ChinaGrowth North Acquisition CORP), Underwriting Agreement (ChinaGrowth North Acquisition CORP)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Warrant Purchase Agreement (as defined in Section 2.22.4 2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 4 contracts
Samples: Underwriting Agreement (Arcade Acquisition Corp.), Underwriting Agreement (Arcade Acquisition Corp.), Underwriting Agreement (Arcade Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Insider Letters (as defined in Section 2.24.10 below), the Business Combination Marketing Agreement (as defined in Section 3.7.2 hereof2.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.6) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.24.5) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 4 contracts
Samples: Underwriting Agreement (Novus Capital Corp), Underwriting Agreement (Novus Capital Corp), Underwriting Agreement (Novus Capital Corp)
Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.24), the Trust Agreement, the Subscription AgreementsRights Agreement (as defined in Section 2.23), the Services Agreement (as defined in Section 3.7.2 hereof3.5.2), the Escrow Insider Letter (as defined in Section 2.25.1), the Subscription Agreement (as defined in Section 2.22.2 2.25.2 hereof) and ), the Registration Rights Agreement (as defined in Section 2.22.4 2.25.3 hereof) and the Escrow Agreement (as defined in Section 2.25.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Agreement (Bellevue Life Sciences Acquisition Corp.), Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.), Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letters (as defined in Section 2.21 hereof2.21.1), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Rights Agreement (as defined in Section 2.23), the Sponsor Unit Purchase Agreement, Representative Unit Purchase Agreement and the UPO (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (AIB Acquisition Corp), Underwriting Agreement (AIB Acquisition Corp), Underwriting Agreement (AIB Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Credit Facility Agreement (as defined in Section 3.7.4 hereof), the Founding Director Warrant Purchase Agreement (as defined in Section 3.7.5 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal Federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Form of Underwriting Agreement (Echo Healthcare Acquisition Corp.), Warrant Agreement (Echo Healthcare Acquisition Corp.), Warrant Agreement (Echo Healthcare Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.21 hereof2.23.1), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.23.2) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (HNR Acquisition Corp.), Underwriting Agreement (Benessere Capital Acquisition Corp.), Benessere Capital Acquisition Corp.
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.21 hereof2.21.1), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Escrow Agreement (as defined in Section 2.22.2 hereof) and 2.21.6), the Registration Rights Warrant Agreement (as defined in Section 2.22.4 hereof2.23) and the Private Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (Keen Vision Acquisition Corp.), Underwriting Agreement (Keen Vision Acquisition Corp.), Underwriting Agreement (Keen Vision Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Sponsor Loan Note (as defined in Section 2.21.6) and the Purchase Agreement (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Administrative Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by the Company and constitute2.24), and the Representative’s Sponsor Unit Purchase OptionAgreement (collectively, has the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (CO2 Energy Transition Corp.), Underwriting Agreement (CO2 Energy Transition Corp.), Underwriting Agreement (CO2 Energy Transition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.24) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (Embrace Change Acquisition Corp.), Underwriting Agreement (Embrace Change Acquisition Corp.), Underwriting Agreement (Embrace Change Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.20 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 2.21.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 2.21.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Co-Representatives' Purchase Option, Option has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (Media & Entertainment Holdings, Inc.), Underwriting Agreement (Media & Entertainment Holdings, Inc.), Underwriting Agreement (Media & Entertainment Holdings, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 3.8.2 hereof), the Securities Escrow Agreement (as defined in Section 2.22.2 hereof) and ), the Registration Rights Agreement and the Subscription Agreements (as defined in Section 2.22.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal Federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 3 contracts
Samples: Underwriting Agreement (Redstar Partners, Inc.), Underwriting Agreement (Redstar Partners, Inc.), Underwriting Agreement (Redstar Partners, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.24), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof3.5.2), the Escrow Insider Letter (as defined in Section 2.25.1), the Subscription Agreement (as defined in Section 2.22.2 2.25.2 hereof) and ), the Rights Agreement (as defined in Section 2.22), the Registration Rights Agreement (as defined in Section 2.22.4 2.25.3 hereof) and the Escrow Agreement (as defined in Section 2.25.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Blockchain Moon Acquisition Corp.), Underwriting Agreement (Blockchain Moon Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.24) and the Private Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (HHG Capital Corp), Underwriting Agreement (HHG Capital Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letter (as defined in Section 2.21.1) the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Forward Purchase Agreement (as defined in Section 2.21.5)and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (GP-Act III Acquisition Corp.), Underwriting Agreement (GP-Act III Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Forward Purchase Contract, the Escrow Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.24.7 below), the Escrow Business Combination Marketing Agreement (as defined in Section 2.22.2 hereof) and 2.27 below), the Warrant Agreement (as defined in Section 2.28 below), the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.24.6) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has Option have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Opes Acquisition Corp.), Underwriting Agreement (Opes Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.24 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 2.26 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 2.25.3 hereof) have been duly and validly authorized by ), the Company and constituteAdministrative Services Agreement (as defined in Section 3.7.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and any other agreements filed as an exhibit to the Representative’s Purchase Option, has Registration Statement have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Warrant Agreement (American Acquisition Opportunity Inc.), Warrant Agreement (American Acquisition Opportunity Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.24 hereof), the Trust Agreement, the Subscription AgreementsAgreements (as defined in Section 2.25.2 hereof), the Services Agreement (as defined in Section 3.7.2 hereof2.25.5), the Escrow Representative’s Purchase Option, the Plan (as defined in Section 3.31), the M&A Agreement (as defined in Section 2.22.2 hereof2.34) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.25.7) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, delivered by the Company and will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Infinity Cross Border Acquisition Corp), Underwriting Agreement (Infinity Cross Border Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.24) and the Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Breeze Holdings Acquisition Corp.), Underwriting Agreement (Breeze Holdings Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Forward Purchase Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.7) and the Registration Rights Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Gesher I Acquisition Corp.), Underwriting Agreement (Gesher I Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Purchase Agreements, the Business Combination Marketing Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6), the Accounting Services Agreement (as defined in Section 2.24.8), the Rights Agreement (as defined in Section 2.27), the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.7) and the Registration Rights Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Bowen Acquisition Corp), Underwriting Agreement (Bowen Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Rights Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof3.5.2), the Escrow Insider Letter (as defined in Section 2.24.1), the Founder Shares Subscription Agreement (as defined in Section 2.22.2 1.5.1), the Placement Units Subscription Agreement (as defined in Section 2.24.2 hereof) and ), the Registration Rights Agreement (as defined in Section 2.22.4 2.24.4 hereof) and the Escrow Agreement (as defined in Section 2.24.5 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Bayview Acquisition Corp), Underwriting Agreement (Bayview Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Subscription Agreement, the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.21 hereof2.27 below), the Trust Agreement, the Subscription Agreements, the Services Registration Rights Agreement (as defined in Section 3.7.2 hereof2.24.5 below), the Escrow Agreement (as defined in Section 2.22.2 hereof) and 2.24.6 below), the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.28) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has Option have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (CM Seven Star Acquisition Corp), Underwriting Agreement (CM Seven Star Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.24), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 3.5.2), the Insider Letters (as defined in Section 2.25.1), the Subscription Agreements (as defined in Section 2.25.2 hereof), the Escrow Rights Agreement (as defined in Section 2.22.2 hereof) and 2.22), the Registration Rights Agreement (as defined in Section 2.22.4 2.25.3 hereof) and the Escrow Agreement (as defined in Section 2.25.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Redwoods Acquisition Corp.), Underwriting Agreement (Redwoods Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription AgreementsInsider Letter (as defined in Section 2.21.1), the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by 2.21.4), the Company and constituteFounder Share Purchase Agreement (as defined in Section 2.21.6), and the Representative’s Purchase OptionAgreement (collectively, has the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Healthcare Capital Corp/De), Underwriting Agreement (Healthcare Capital Corp/De)
Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Subscription Agreement, the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.21 hereof2.27 below), the Trust Agreement, the Subscription Agreements, the Services Registration Rights Agreement (as defined in Section 3.7.2 hereof2.24.5 below), the Escrow Agreement (as defined in Section 2.22.2 hereof) and 2.24.6 below), the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.28) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has Option have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. EarlyBirdCapital, Inc.[l], 2017Page 12 of 41
Appears in 2 contracts
Samples: Underwriting Agreement (CM Seven Star Acquisition Corp), Underwriting Agreement (CM Seven Star Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.24), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 3.5.2), the Insider Letter (as defined in Section 2.25.1), the Subscription Agreements (as defined in Section 2.25.2 hereof), the Escrow Rights Agreement (as defined in Section 2.22.2 hereof) and 2.22), the Registration Rights Agreement (as defined in Section 2.22.4 2.25.3 hereof) and the Escrow Agreement (as defined in Section 2.25.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Arisz Acquisition Corp.), Underwriting Agreement (Arisz Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Rights Agreement (as defined in Section 2.24), the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust AgreementWarrant Purchase Agreement (collectively, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof“Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (NorthView Acquisition Corp), Underwriting Agreement (NorthView Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription AgreementsAgreement, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6), the Business Combination Marketing Agreement (as defined in Section 2.27), the Rights Agreement (as defined in Section 2.26), the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.7) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.27) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (ROC Energy Acquisition Corp.), ROC Energy Acquisition Corp.
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.20 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof) the Placement Unit Purchase Agreement (as defined in Section 2.23.2 hereof), the Financial Advisory Services Agreement (as referred to in Section 3.30 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 2.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s 's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Vector Intersect Security Acquisition Corp.), Underwriting Agreement (Vector Intersect Security Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.21 hereof2.21.1), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Warrants Agreement (as defined in Section 2.23), the Rights Agreement (as defined in Section 2.24) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Global Star Acquisition Inc.), Underwriting Agreement (Global Star Acquisition Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.20 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 2.21.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 2.21.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s 's Purchase Option, Option has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Media & Entertainment Holdings, Inc.), Underwriting Agreement (Media & Entertainment Holdings, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription AgreementsRights Agreement (as defined in Section 2.24), the Representative’s Unit Purchase Option, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Insider Letter (as defined in Section 2.21.1) and the Subscription Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Longevity Acquisition Corp), Underwriting Agreement (Longevity Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription AgreementsAgreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (CS China Acquisition Corp.), Underwriting Agreement (CS China Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.3), the Purchase Agreement (as defined in Section 2.21.2) and the Forward Purchase Agreement (as defined in Section 2.21.5) (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (M3-Brigade Acquisition III Corp.), Underwriting Agreement (M3-Brigade Acquisition III Corp.)
Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription AgreementsInsider Letter (as defined in Section 2.21.1), the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) Registration and the Registration Stockholder Rights Agreement (as defined in Section 2.22.4 hereof2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Intelligent Medicine Acquisition Corp.), Underwriting Agreement (Intelligent Medicine Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, Letter Agreement (as defined in Section 2.21.1) the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Sierra Lake Acquisition Corp.), Underwriting Agreement (Sierra Lake Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.7), the Advisory Agreement (as defined in Section 2.24.8) and the Registration Rights Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Underwriting Agreement (Americas Technology Acquisition Corp.), Underwriting Agreement (Americas Technology Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.24 hereof), the Trust Agreement, the Subscription AgreementsAgreements (as defined in Section 2.25.2 hereof), the Services Agreement (as defined in Section 3.7.2 hereof2.25.5), the Escrow Representative’s Purchase Option, the Plan (as defined in Section 3.31), the M&A Agreement (as defined in Section 2.22.2 hereof2.34) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.25.7) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, delivered by the Company and will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. EarlyBirdCapital, Inc. ____________, 2012
Appears in 1 contract
Samples: Underwriting Agreement (Infinity Cross Border Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.7), the Forward Purchase Agreement (as defined in Section 2.28) and the Registration Rights Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Insider Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Rights Agreement (as defined in Section 2.24), the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof2.23) and the Registration Rights Sponsor Unit Purchase Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (AEI CapForce II Investment Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have has been duly and validly authorized by the Company and constituteconstitutes the valid and binding agreement of the Company, and enforceable against the Representative’s Purchase OptionCompany in accordance with its terms, has the Warrants have been duly and validly authorized by the Company andCompany, and when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, and the Purchase Rights have been duly and validly authorized by the Company, and when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except in each case: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.24 hereof), the Trust Agreement, the Subscription AgreementsAgreements (as defined in Section 2.25.2 hereof), the Services Agreement (as defined in Section 3.7.2 hereof2.25.5), the Underwriter’s Purchase Option, the Escrow Agreement (as defined in Section 2.22.2 2.25.3 hereof) and ), the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.25.7) and the Plan (as defined in Section 3.31) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, delivered by the Company and will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (China VantagePoint Acquisition Co)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by the Company and constitute2.24), and the Representative’s Sponsor Unit Purchase OptionAgreement (collectively, has the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Aimei Health Technology Co., Ltd.)
Validity and Binding Effect of Agreements. This Each of this Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Escrow Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof2.23) and the Registration Rights Private Placement Unit Purchase Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constituteconstitute the legal, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective its terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ; rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Global Robotic Drone Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letters (as defined in Section 2.21 hereof2.21.1), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Share Purchase Agreement (as defined in Section 2.21.2) and the Securities Subscription Agreement (as defined in Section 2.23) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letters (as defined in Section 2.21 hereof2.21.1), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Share Purchase Agreement (as defined in Section 2.21.2), the Securities Subscription Agreement (as defined in Section 2.23) and the Surrender Letter (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.26.7 below), the Escrow Business Combination Marketing Agreement (as defined in Section 2.22.2 hereof) and 2.29 below), the Warrant Agreement (as defined in Section 2.30 below), the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.26.6) and the Insider Letters (as defined in Section 2.26.1) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.21), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof3.7.2), the Management Subscription Agreement (as defined in Section 2.22.3) the Financial Advisory Agreement (as defined in Section 3.24) and the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.22.2) have been duly and validly authorized by the Company and constitute, and the RepresentativeUnderwriter’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Validity and Binding Effect of Agreements. This Each of this Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Escrow Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof2.23) and the Registration Rights Private Placement Unit Purchase Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constituteconstitute the legal, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective its terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Technology & Telecommunication Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.7), the Forward Purchase Agreement (as defined in Section 2.28) and the Registration Rights Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. EarlyBirdCapital, Inc. December 7, 2020
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Purchase Agreement, the Escrow Agreement (as defined in Section 2.22.2 hereof2.21.6) and the Registration Rights Agreement Business Combination Marketing Agreements (as defined in Section 2.22.4 hereof2.21.7) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Union Acquisition Corp. II)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letters (as defined in Section 2.21 hereof2.21.1), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Rights Agreement (as defined in Section 2.23), the Contingent Rights Agreement, the Representative Unit Purchase Agreement and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription AgreementsAgreement, the Services Support Agreement (as defined in Section 3.7.2 hereof2.24.5 below), the Escrow Business Combination Marketing Agreement (as defined in Section 2.22.2 hereof) 2.24.8 below), the Warrant Agreement and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by 2.24.4), the Company and constituteInsider Letters (as defined in Section 2.24.1 below), and the Representative’s Purchase OptionPrivate Warrant Agreement (collectively, has the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. EarlyBirdCapital, Inc. _____, 2018
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement Agreements (as defined in Section 3.7.2 2.24.2 hereof), the Representative’s Purchase Option, the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 2.24.6, the Business Combination Marketing Agreement (as defined in Section 2.26 hereof), the Rights Agreement (as defined in Section 2.27 hereof) and the M&A Advisory Agreement (as defined in Section 2.28 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, delivered by the Company and will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Andina Acquisition Corp. II)
Validity and Binding Effect of Agreements. This AgreementAgreement has been duly authorized, executed and delivered by the Company. The Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), ) and the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly authorized, executed and validly authorized delivered by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription AgreementsAgreement, the Services Support Agreement (as defined in Section 3.7.2 hereof2.24.5 below), the Escrow Business Combination Marketing Agreement (as defined in Section 2.22.2 hereof) 2.24.8 below), the Warrant Agreement and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by 2.24.4), the Company and constituteInsider Letters (as defined in Section 2.24.1 below), and the Representative’s Purchase OptionPrivate Warrant Agreement (collectively, has the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Rights Agreement (as defined in Section 2.24), the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof2.23) and the Registration Rights Private Placement Warrant Purchase Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Noble Education Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, Letter Agreement (as defined in Section 2.21.1) the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4) and the Purchase Agreement (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Sierra Lake Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.20 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), ) the Placement Unit Purchase Agreement (as defined in Section 2.23.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 2.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Underwriting Agreement (Argyle Security Acquisition CORP)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription AgreementsAgreement, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement, the Rights Agreement (as defined in Section 2.28 below), the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.7) and the Registration Rights Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. EarlyBirdCapital, Inc. [●], 2018 Page 12 of 45
Appears in 1 contract
Samples: Underwriting Agreement (TKK SYMPHONY ACQUISITION Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Rights Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.24), the Trust Agreement, the Subscription Agreements, the Services Private Placement Unit Purchase Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Representative Securities Registration Rights Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Appears in 1 contract
Samples: Registration Rights Agreement (Nova Vision Acquisition Corp)
