Common use of Authorization of the Shares Clause in Contracts

Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 35 contracts

Samples: Subscription Agreement (Education Media, Inc.), Subscription Agreement (Education Media, Inc.), Securities Purchase Agreement (Levy Acquisition Corp)

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Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable Class B ordinary shares of Common Stock the Company and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 23 contracts

Samples: Securities Purchase Agreement (Elliott Opportunity II Corp.), Securities Purchase Agreement (Guggenheim Special Purpose Acquisition Corp. I), Securities Purchase Agreement (Tuatara Capital Acquisition Corp)

Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable shares of Class B Common Stock and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 9 contracts

Samples: Securities Subscription Agreement (Nabors Energy Transition Corp.), Securities Purchase Agreement (Star Peak Energy Transition Corp.), Securities Purchase Agreement (Tortoise Acquisition Corp.)

Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement Agreement and the Company’s certificate of incorporation, the Shares will be duly and validly issued, fully paid and non-assessable shares of Class B Common Stock and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 3 contracts

Samples: Securities Subscription Agreement (Spartan Acquisition Corp. II), Securities Subscription Agreement (Live Oak Mobility Acquisition Corp.), Securities Subscription Agreement (Live Oak Crestview Climate Acquisition Corp.)

Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable ordinary shares of Common Stock the Company and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Replay Acquisition Corp.), Securities Purchase Agreement (Replay Acquisition Corp.), Securities Purchase Agreement (Replay Acquisition Corp.)

Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Prospect Acquisition Corp), Stock Purchase Agreement (RAI Acquisition Corp.), Stock Purchase Agreement (Hanover-STC Acquisition Corp.)

Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement Agreement and the memorandum and articles of association of the Company, and registration in the Company’s register of members, the Shares will be duly and validly issued, issued as fully paid and non-assessable shares of Common Stock Class B Ordinary Shares and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 2 contracts

Samples: Securities Subscription Agreement (TortoiseEcofin Acquisition Corp. III), Securities Subscription Agreement (Tortoise Acquisition Corp. II)

Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement Agreement and the memorandum and articles of association of the Company, the Shares will be duly and validly issued, fully paid and non-assessable Class B ordinary shares of Common Stock the Company and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Mericsson Acquisition Corp), Securities Subscription Agreement (Distoken Acquisition Corp)

Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable shares Class B Ordinary Shares of Common Stock the Company and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Target Global Acquisition I Corp.), Securities Purchase Agreement (Freedom Acquisition I Corp.)

Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable ordinary shares of Common Stock and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 2 contracts

Samples: Form of Securities Purchase Agreement (China Growth Equity Investment LTD), Form of Securities Purchase Agreement (China Growth Equity Investment LTD)

Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock Class B Ordinary Shares and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sentinel Energy Services Inc.), Securities Purchase Agreement (Sentinel Energy Services Inc.)

Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock and will be free and clear of all Liens Liens, other than restrictions on transfer imposed by the Securities Act and claims applicable state securities laws. The Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable and will be free and clear of all Liens, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 2 contracts

Samples: Form of Unit Purchase Agreement (Western Asset Mortgage Capital Corp), Unit Purchase Agreement (AG Mortgage Investment Trust, Inc.)

Authorization of the Shares. The Subject Shares have been duly authorized and, when issued in accordance with this Agreement, the Subject Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock and will be free and clear of all Liens and claims Liens, other than restrictions on transfer imposed by the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws.

Appears in 2 contracts

Samples: Stock Purchase Agreement (AG Mortgage Investment Trust, Inc.), Stock Purchase Agreement (AG Mortgage Investment Trust, Inc.)

Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement, the Shares will be and are duly and validly issued, fully paid and non-assessable shares Class B Ordinary Shares of Common Stock the Company and will be are free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 1 contract

Samples: Securities Purchase Agreement (Target Global Acquisition I Corp.)

Authorization of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock Ordinary Shares and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 1 contract

Samples: Amended and Restated Private Placement Shares Purchase Agreement (Atlantic Alliance Partnership Corp.)

Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement Agreement and the Company’s certificate of incorporation, the Shares will be duly and validly issued, fully paid and non-assessable shares of Class A Common Stock or Class B Common Stock, as applicable, and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 1 contract

Samples: Amended and Restated Securities Subscription Agreement (Rice Acquisition Corp.)

Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock Ordinary Shares and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.

Appears in 1 contract

Samples: Share Purchase Agreement (Overture Acquisition Corp.)