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: Securities Purchase Agreement (Bellevue Life Sciences Acquisition Corp.), Securities Purchase Agreement (Schultze Special Purpose Acquisition Corp.), Securities Purchase Agreement (DFB Healthcare Acquisitions 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 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 30 contracts
Samples: Securities Purchase Agreement (Patria Latin American Opportunity Acquisition Corp.), Securities Purchase Agreement (LIV Capital Acquisition Corp. II), Securities Purchase Agreement (Crescera Capital Acquisition Corp.)
Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this AgreementAgreement 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 16 contracts
Samples: Securities Subscription Agreement (Dorchester Capital Acquisition Corp.), Securities Subscription Agreement (Black Mountain Acquisition Corp.), Securities Subscription Agreement (Banner 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 12 contracts
Samples: Securities Subscription Agreement (Nabors Energy Transition Corp.), Securities Purchase Agreement (Kadem Sustainable Impact Corp), Securities Subscription Agreement (Switchback III Corp)
Authorization of the Shares. The Shares have been duly authorized andauthorized, 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 claimsliens, claims or encumbrances, other than (A) transfer restrictions on hereunder, (B) transfer imposed by the Securities Act restrictions under federal and applicable state securities laws, and (C) liens, claims or encumbrances imposed due to the actions of the Purchaser.
Appears in 8 contracts
Samples: Common Stock Purchase Agreement (STG Group, Inc.), Common Stock Purchase Agreement (Simon S. Lee Management Trust), Consent Agreement (Global Defense & National Security Holdings LLC)
Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this AgreementAgreement 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 7 contracts
Samples: Securities Subscription Agreement (Spartan Acquisition Corp. IV), Securities Subscription Agreement (Spartan Acquisition Corp. IV), Securities Subscription Agreement (TortoiseEcofin Acquisition Corp. III)
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 5 contracts
Samples: Securities Purchase Agreement (APx Acquisition Corp. I), Securities Purchase Agreement (Crescera Capital Acquisition Corp.), Securities Purchase Agreement (Mountain & Co. I Acquisition Corp.)
Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this AgreementAgreement 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, 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 5 contracts
Samples: Securities Subscription Agreement (Agriculture & Natural Solutions Acquisition Corp), Securities Subscription Agreement (Agriculture & Natural Solutions Acquisition Corp), Securities Subscription Agreement (Decarbonization Plus Acquisition Corp V)
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 AgreementAgreement 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 3 contracts
Samples: Securities Subscription Agreement (AIB Acquisition Corp), 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 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 3 contracts
Samples: Securities Purchase Agreement (Forbion European Acquisition Corp.), Securities Purchase Agreement (Mountain & Co. I Acquisition Corp.), Securities Purchase Agreement (Target Global 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 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 (RAI Acquisition Corp.), Stock Purchase Agreement (Hanover-STC Acquisition Corp.), Stock Purchase Agreement (Prospect Acquisition Corp)
Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this AgreementAgreement and the memorandum and articles of association of the Company, and registered 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 (Switchback II Corp), Securities Subscription Agreement (Switchback II 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 andauthorized, when issued in accordance with this Agreement, the Shares will be duly and validly issued, and fully paid and represent 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 1 contract
Samples: Securities Subscription Agreement (Bombax Healthcare 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.. ARTICLE V
Appears in 1 contract
Samples: 7 Stock Purchase Agreement (Capstar Acquisition Corp.)
Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this AgreementAgreement 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: 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 and will be free and clear of all Liens and claimsliens, claims or encumbrances, other than (i) transfer restrictions on hereunder, (ii) transfer imposed by the Securities Act restrictions under federal and applicable state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchasers.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Global Eagle Acquisition Corp.)
Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this AgreementAgreement 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, fully paid and non-assessable shares of Common Stock Class F 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: Securities Subscription Agreement (Nabors Energy Transition Corp. II)
Authorization of the Shares. The Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable shares assessable, and the issuance of Common Stock and the Shares will not be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities lawssubject to any preemptive or similar rights.
Appears in 1 contract
Samples: Securities Purchase Agreement (Eagle Point Credit Co 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 and claimsliens, claims or encumbrances, other than (i) transfer restrictions on hereunder and under the other agreements contemplated hereby, (ii) transfer imposed by the Securities Act restrictions under federal and applicable state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.
Appears in 1 contract
Samples: Common Stock Subscription Agreement (GRASSMERE ACQUISITION Corp)
Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this AgreementAgreement 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 V 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: Securities Subscription Agreement (Beard Energy Transition Acquisition Corp.)
Authorization of the Shares. The Shares have been duly authorized andShares, when issued in accordance with this Agreementand paid for as contemplated herein, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights, and clear will conform to the description of all Liens the Common Stock contained in the Registration Statement and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities lawsProspectus.
Appears in 1 contract
Samples: Securities Purchase Agreement (PECK Co HOLDINGS, INC.)
Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this AgreementAgreement and the Company’s certificate of incorporation, the Shares will be duly and validly issued, fully paid and non-assessable shares of Class V Common Stock 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 1 contract
Samples: Securities Subscription and Contribution Agreement (Beard Energy Transition 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.)
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: Private Placement Shares Purchase Agreement (Atlantic Alliance Partnership Corp.)
Authorization of the Shares. The Purchased Shares have been duly authorized and, when issued in accordance with this Agreement, the Purchased 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 claimsliens, claims or encumbrances, other than (i) transfer restrictions on hereunder, (ii) transfer imposed by the Securities Act restrictions under federal and applicable state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchasers.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Levy Acquisition Corp)
Authorization of the Shares. The Purchased Shares have been duly authorized and, when issued in accordance with this Agreement, the Purchased 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 claimsliens, claims or encumbrances, other than (i) transfer restrictions on hereunder, (ii) transfer imposed by the Securities Act restrictions under federal and applicable state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Levy Acquisition Corp)
