Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 1219 contracts
Samples: Warrant Agreement (Nuvation Bio Inc.), Warrant Agreement (Gores Technology Partners II, Inc.), Warrant Agreement (TS Innovation Acquisitions Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 512 contracts
Samples: Warrant Agreement (GP-Act III Acquisition Corp.), Warrant Agreement (Artisan Acquisition Corp.), Warrant Agreement (Artisan Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 417 contracts
Samples: Warrant Agreement (Metals Acquisition Corp), Warrant Agreement (Wallbox B.V.), Warrant Agreement (European Sustainable Growth Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 382 contracts
Samples: Warrant Agreement (Two Harbors Investment Corp.), Warrant Agreement (Atlas Acquisition Holdings Corp.), Warrant Agreement (Arcade China Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallwill, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 255 contracts
Samples: Warrant Agreement (Accretion Acquisition Corp.), Warrant Agreement (Good Works II Acquisition Corp.), Warrant Agreement (Northern Genesis Acquisition Corp. III)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 185 contracts
Samples: Warrant Agreement (Phoenix Biotech Acquisition Corp.), Warrant Agreement (MYnd Analytics, Inc.), Warrant Agreement (dMY Squared Technology Group, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, Ordinary Shares will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 122 contracts
Samples: Warrant Agreement (Kismet Acquisition Three Corp.), Warrant Agreement (Greenland Acquisition Corp.), Warrant Agreement (FlatWorld Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessable.
Appears in 119 contracts
Samples: Warrant Agreement (Ventoux CCM Acquisition Corp.), Warrant Agreement (CONTRAFECT Corp), Warrant Agreement (Ribbon Communications Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 106 contracts
Samples: Form of Warrant Agreement (Palatin Technologies Inc), Warrant Agent Agreement (Cytori Therapeutics, Inc.), Enerpulse Technologies, Inc. Warrant Agency Agreement (Enerpulse Technologies, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallOrdinary Shares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 66 contracts
Samples: Warrant Agreement (Fat Projects Acquisition Corp), Warrant Agreement (DD3 Acquisition Corp.), Warrant Agreement (Founder SPAC)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 62 contracts
Samples: Warrant Agreement (Cryoport, Inc.), Warrant Agreement (Infrastructure & Energy Alternatives, Inc.), Warrant Agreement (NeoStem, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 60 contracts
Samples: Warrant Agent Agreement (Intensity Therapeutics, Inc.), Warrant Agreement (Medgenics, Inc.), Warrant Agreement (Hancock Jaffe Laboratories, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, Ordinary Shares will when issued, issued be valid and fully paid and non-assessable.
Appears in 44 contracts
Samples: Warrant Agreement (Galileo Acquisition Corp.), Warrant Agreement (Americas Technology Acquisition Corp.), Warrant Agreement (TKK SYMPHONY ACQUISITION Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 42 contracts
Samples: Warrant Agreement (JM Global Holding Co), Warrant Agreement (ROI Acquisition Corp.), Warrant Agreement (ROI Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; , nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 40 contracts
Samples: Form of Warrant Agreement (Trajectory Alpha Acquisition Corp.), Private Warrant Agreement (Trajectory Alpha Acquisition Corp.), Private Warrant Agreement (KnightSwan Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 38 contracts
Samples: Public Warrant Agreement (Churchill Capital Corp IX/Cayman), Private Warrant Agreement (Spartan Acquisition Corp. IV), Public Warrant Agreement (Decarbonization Plus Acquisition Corp V)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A common stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Class A common stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 37 contracts
Samples: Warrant Agreement (Pivotal Investment Corp III), Warrant Agreement (Rotor Acquisition Corp.), Warrant Agreement (Power & Digital Infrastructure Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A ordinary shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any Class A ordinary shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 36 contracts
Samples: Warrant Agreement (Silver Spike Acquisition Corp.), Warrant Agreement (Provident Acquisition Corp.), Warrant Agreement (LIV Capital Acquisition Corp. II)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallWarrant Shares, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 32 contracts
Samples: Warrant Agreement (Efactor Group Corp.), Warrant Agreement (RiceBran Technologies), Warrant Agreement (Oculus Innovative Sciences, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement Agreement, the Amended and Restated Memorandum and Articles of Association of the Company, or any Warrant or as to whether any shares of Common Stock shallOrdinary Shares will, when issued, be valid and fully paid and non-assessable.
Appears in 31 contracts
Samples: Warrant Agreement (Phoenix Acquisition LTD), Warrant Agreement (Kairous Acquisition Corp. LTD), Warrant Agreement (DT Cloud Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 29 contracts
Samples: Form of Warrant Agreement (Altimar Acquisition Corp. II), Form of Warrant Agreement (Aperture Acquisition Corp), Form of Warrant Agreement (Pomona Acquisition LTD)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A ordinary shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any Class A ordinary shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 26 contracts
Samples: Warrant Agreement (TLGY Acquisition Corp), Warrant Agreement (OpSec Holdings), Warrant Agreement (Investcorp Europe Acquisition Corp I)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 26 contracts
Samples: Warrant Agreement (Colombier Acquisition Corp.), Warrant Agreement (Fortune Rise Acquisition Corp), Warrant Agreement (Flame Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature hereof and thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shallWarrant Shares will, when issued, be valid validly issued and fully paid and non-assessablenonassessable.
Appears in 25 contracts
Samples: Warrant Agency Agreement (Skyline Medical Inc.), Warrant Agreement (Rennova Health, Inc.), Warrant Agency Agreement (Ritter Pharmaceuticals Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A ordinary shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any Class A ordinary shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 24 contracts
Samples: Warrant Agreement (Newcourt Acquisition Corp), Warrant Agreement (FTAC Athena Acquisition Corp.), Warrant Agreement (FTAC Olympus Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make calculations under Section 3.3.8 or any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 22 contracts
Samples: Warrant Agreement (Vislink Technologies, Inc.), Warrant Agreement (Vislink Technologies, Inc.), Warrant Agreement (SELLAS Life Sciences Group, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 22 contracts
Samples: Warrant Agreement (Forum Merger IV Corp), Warrant Agreement (CM Life Sciences, Inc.), Warrant Agreement (Bright Lights Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 22 contracts
Samples: Warrant Agreement (FTAC Parnassus Acquisition Corp.), Warrant Agreement (INSU Acquisition Corp. II), Warrant Agreement (FinTech Acquisition Corp. IV)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallClass A Ordinary Shares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 21 contracts
Samples: Warrant Agreement (Mission Space Acquisition Corp.), Warrant Agreement (Capitol Investment Corp. IV), Warrant Agreement (Swiftmerge Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issuedupon registration in the Register of Members of the Company, be valid and fully paid and non-assessablenonassessable.
Appears in 21 contracts
Samples: Warrant Agreement (EVe Mobility Acquisition Corp), Warrant Agreement (Consilium Acquisition Corp I, Ltd.), Warrant Agreement (EVe Mobility Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 17 contracts
Samples: Warrant Agreement (Nabors Energy Transition Corp.), Warrant Agreement (Tortoise Acquisition Corp.), Warrant Agreement (Heartland Media Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement Agreement, the Amended and Restated Memorandum and Articles of Association of the Company, or any Warrant or as to whether any shares of Common Stock shallShares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 16 contracts
Samples: Warrant Agreement (Forest Acquisition Corp.), Warrant Agreement (UNSDG Acquisition Corp.), Warrant Agreement (Metal Sky Star Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof)Warrant. The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 5 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 16 contracts
Samples: Warrant Agreement (Civitas Resources, Inc.), Warrant Agreement (FTS International, Inc.), Warrant Agreement (Extraction Oil & Gas, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Class A Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 16 contracts
Samples: Warrant Agreement (Inflection Point Acquisition Corp. II), Warrant Agreement (Spinning Eagle Acquisition Corp.), Warrant Agreement (Inflection Point Acquisition Corp. II)
Exclusions. The Warrant Agent shall have no responsibility respons-ibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation represen-tation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 15 contracts
Samples: Warrant Agreement (Handheld Entertainment, Inc.), Warrant Agreement (Staccato Acquisition Corp.), Warrant Agreement (Symphony Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 14 contracts
Samples: Warrant Agreement (ImmunoCellular Therapeutics, Ltd.), Warrant Agreement (Xtant Medical Holdings, Inc.), Warrant Agreement (Xtant Medical Holdings, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A ordinary shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any Class A ordinary shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessable.
Appears in 13 contracts
Samples: Warrant Agreement (Tiga Acquisition Corp. II), Warrant Agreement (Tiga Acquisition Corp. II), Warrant Agreement (Tiga Acquisition Corp. III)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 4. hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 12 contracts
Samples: Form of Warrant Agreement (Cellcom Tech Inc), Form of Warrant Agreement (Cellcom Tech Inc), Warrant Agreement (Dental Medical Diagnostic Systems Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Class A Ordinary Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 12 contracts
Samples: Warrant Agreement (Lazard Growth Acquisition Corp. I), Warrant Agreement (Lazard Growth Acquisition Corp. I), Warrant Agreement (Lazard Healthcare Acquisition Corp. I)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 Article IV hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 12 contracts
Samples: Warrant Agreement (USHG Acquisition Corp.), Warrant Agreement (Apex Technology Acquisition Corp. II), Warrant Agreement (RMG Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of the Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of the Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 11 contracts
Samples: Warrant Agreement (RLJ Acquisition, Inc.), Warrant Agreement (RLJ Acquisition, Inc.), Warrant Agreement (L&L Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 11 contracts
Samples: Warrant Agreement (Senior Connect Acquisition Corp. I), Warrant Agreement (Logistics Innovation Technologies Corp.), Warrant Agreement (Logistics Innovation Technologies Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issuedupon registration in the Register of Members of the Company, be valid and fully paid and non-assessable.
Appears in 10 contracts
Samples: Private Warrant Agreement (Andretti Acquisition Corp.), Public Warrant Agreement (Andretti Acquisition Corp.), Public Warrant Agreement (Andretti Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 10 contracts
Samples: Warrant Agreement (Seanergy Maritime Holdings Corp.), Warrant Agreement (Seanergy Maritime Holdings Corp.), Warrant Agreement (Seanergy Maritime Holdings Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 10 contracts
Samples: Warrant Agreement (Greenfire Resources Ltd.), Warrant Agreement (Greenfire Resources Ltd.), Warrant Agreement (LumiraDx LTD)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 9 contracts
Samples: Form of Warrant Agreement (Specialty Metals Group Indium Corp.), Warrant Agreement (Vantage Drilling CO), Form of Warrant Agreement (SMG Indium Resources Ltd.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment, other than making such adjustments as directed by the Company; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 9 contracts
Samples: Warrant Agreement (TPG Pace Beneficial Finance Corp.), Warrant Agreement (TPG Pace Beneficial Finance Corp.), Warrant Agreement (TPG Pace Beneficial Finance Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A ordinary shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any Class A ordinary shares of Common Stock shallwill, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 8 contracts
Samples: Warrant Agreement (Evergreen Corp), Warrant Agreement (Golden Ventures Acquisition Corp), Warrant Agreement (Evergreen Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement Agreement, or any Warrant or as to whether any shares of Common Stock shallOrdinary Shares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 8 contracts
Samples: Warrant Agreement (SPAC II Acquisition Corp.), Warrant Agreement (Keen Vision Acquisition Corp.), Warrant Agreement (Keen Vision Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 Article IV hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 8 contracts
Samples: Warrant Agreement (Enterprise 4.0 Technology Acquisition Corp), Warrant Agreement (Enterprise 4.0 Technology Acquisition Corp), Warrant Agreement (Spark I Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement Agreement, the Amended and Restated Memorandum and Articles of Association of the Company or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 7 contracts
Samples: Warrant Agreement (Global Partner Acquisition Corp II), Warrant Agreement (Medicus Sciences Acquisition Corp.), Warrant Agreement (Empower Ltd.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 Article V hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallWarrant Shares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 7 contracts
Samples: Common Stock Warrant Agreement (BioScrip, Inc.), Master Warrant Agreement (Hancock Fabrics Inc), Warrant Agreement (Solutia Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, Ordinary Shares will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 7 contracts
Samples: Warrant Agreement (Spring Creek Acquisition Corp.), Warrant Agreement (Spring Creek Acquisition Corp.), Warrant Agreement (Spring Creek Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A Common Stock shallwill, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 7 contracts
Samples: Warrant Agreement (Noble Education Acquisition Corp.), Warrant Agreement (Noble Education Acquisition Corp.), Warrant Agreement (Noble Education Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make calculations under 3.3.8 or any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 7 contracts
Samples: Warrant Agreement (Pluristem Therapeutics Inc), Warrant Agreement (Parkervision Inc), Warrant Agreement (Pluristem Therapeutics Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature hereof and thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, Warrant Shares will when issued, issued be valid validly issued and fully paid and non-assessablenonassessable.
Appears in 7 contracts
Samples: Warrant Agreement (WaferGen Bio-Systems, Inc.), Warrant Agreement (WaferGen Bio-Systems, Inc.), Warrant Agreement (WaferGen Bio-Systems, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallOrdinary Shares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 7 contracts
Samples: Warrant Agreement (Energy Cloud I Acquisition Corp), Warrant Agreement (Oxus Acquisition Corp.), Warrant Agreement (Energy Cloud I Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; , nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 7 contracts
Samples: Warrant Agreement (CC Neuberger Principal Holdings II), Warrant Agreement (Sustainable Opportunities Acquisition Corp.), Warrant Agreement (CC Neuberger Principal Holdings II)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A Common Stock shall, when issued, be valid and valid, fully paid and non-assessable.
Appears in 6 contracts
Samples: Warrant Agreement (Beard Energy Transition Acquisition Corp.), Warrant Agreement (Beard Energy Transition Acquisition Corp.), Warrant Agreement (Beard Energy Transition Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement Agreement, or any Warrant or as to whether any shares of Common Stock shallShares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 6 contracts
Samples: Warrant Agreement (Plutonian Acquisition Corp.), Warrant Agreement (Aquaron Acquisition Corp.), Warrant Agreement (Aquaron Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, Ordinary Shares will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 6 contracts
Samples: Warrant Agreement (Union Acquisition Corp.), Warrant Agreement (Union Acquisition Corp.), Warrant Agreement (Union Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 6 contracts
Samples: Warrant Agreement (Black Mountain Acquisition Corp.), Warrant Agreement (Black Mountain Acquisition Corp.), Warrant Agreement (Black Mountain Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 5 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 6 contracts
Samples: Warrant Agreement (Healthcare Capital Corp/De), Warrant Agreement (Urgent.ly Inc.), Warrant Agreement (Otonomo Technologies Ltd.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; , nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 6 contracts
Samples: Public Warrant Agreement (Bleuacacia LTD), Public Warrant Agreement (Bleuacacia LTD), Form of Private Warrant Agreement (DP Cap Acquisition Corp I)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 6 contracts
Samples: Warrant Agreement (AMCI Acquisition Corp. II), Warrant Agreement (Priveterra Acquisition Corp.), Warrant Agreement (AMCI Acquisition Corp. II)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A common stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallClass A common stock will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 6 contracts
Samples: Warrant Agreement (Mobiv Acquisition Corp), Warrant Agreement (Mobiv Acquisition Corp), Warrant Agreement (Canna-Global Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, Shares will when issued, issued be valid and fully paid and non-assessable.
Appears in 5 contracts
Samples: Warrant Agreement (Bellevue Life Sciences Acquisition Corp.), Warrant Agreement (Bellevue Life Sciences Acquisition Corp.), Warrant Agreement (Bellevue Life Sciences Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, Class A Ordinary Shares will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 5 contracts
Samples: Warrant Agreement (Edoc Acquisition Corp.), Warrant Agreement (Edoc Acquisition Corp.), Warrant Agreement (Edoc Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Share to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallOrdinary Share will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 5 contracts
Samples: Warrant Agreement (Andina Acquisition Corp), Warrant Agreement (Andina Acquisition Corp), Warrant Agreement (Andina Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Founder Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Founder Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Founder Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 5 contracts
Samples: Founder Warrant Agreement (Westway Group, Inc.), Founder Warrant Agreement (Shermen WSC Acquisition Corp), Founder Warrant Agreement (Shermen WSC Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, following the necessary updates to the Register of Members of the Company, be valid and fully paid and non-assessable.
Appears in 5 contracts
Samples: Warrant Agreement (Crescent Cove Acquisition Corp.), Warrant Agreement (ECARX Holdings Inc.), Warrant Agreement (COVA Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature hereof and thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallWarrant Shares will, when issued, be valid and duly authorized, validly issued, fully paid and non-assessablenonassessable.
Appears in 5 contracts
Samples: Form of Warrant Agreement (Galectin Therapeutics Inc), Warrant Agency Agreement (Genspera Inc), Warrant Agreement (NXT-Id, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallWarrant Shares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 5 contracts
Samples: Warrant Agreement (OXBRIDGE RE HOLDINGS LTD), Warrant Agreement (OXBRIDGE RE HOLDINGS LTD), Warrant Agreement (Lm Funding America, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Private Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Private Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Private Warrant or as to whether any shares of Common Stock shallwill, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Samples: Private Warrant Agreement (Future Health ESG Corp.), Private Warrant Agreement (Future Health ESG Corp.), Private Warrant Agreement (Future Health ESG Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Class A Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 4 contracts
Samples: Private Warrant Agreement (Valuence Merger Corp. I), Warrant Agreement (Valuence Merger Corp. I), Warrant Assignment, Assumption and Amendment Agreement (SK Growth Opportunities Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Samples: Warrant Agreement (Lux Health Tech Acquisition Corp.), Warrant Agreement (Lux Health Tech Acquisition Corp.), Warrant Agreement (Lux Health Tech Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A common stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Class A common stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 4 contracts
Samples: Warrant Agreement (LF Capital Acquisition Corp. II), Warrant Agreement (LF Capital Acquisition Corp. II), Warrant Agreement (LF Capital Acquisition Corp. II)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any Warrant or as to whether any shares of Common Stock shallShares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Samples: Warrant Agreement (Goldenstone Acquisition Ltd.), Warrant Agreement (Goldenstone Acquisition Ltd.), Warrant Agreement (Goldenstone Acquisition Ltd.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shallwill when issued be duly authorized, when validly issued, be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Samples: Warrant Agreement (Alpha Security Group CORP), Warrant Agreement (Alpha Security Group CORP), Warrant Agreement (Alpha Security Group CORP)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make calculations under Section 3.3.8 or any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Samples: Warrant Agency Agreement (Fat Brands, Inc), Warrant Agency Agreement (Fat Brands, Inc), Warrant Agency Agreement (Fat Brands, Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it (i) be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not ; (ii) be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it (iii) by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallOrdinary Shares will, when issued, be valid and valid, fully paid and non-assessable.
Appears in 4 contracts
Samples: Form of Warrant Agreement (Asia Special Situation Acquisition Corp), Form of Warrant Agreement (Asia Special Situation Acquisition Corp), Warrant Agreement (Asia Special Situation Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Class A Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 4 contracts
Samples: Private Warrant Agreement (Growth for Good Acquisition Corp), Public Warrant Agreement (Growth for Good Acquisition Corp), Warrant Agreement (Growth for Good Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 4 contracts
Samples: Warrant Agreement (One Madison Corp), Warrant Agreement (ION Acquisition Corp 3 Ltd.), Warrant Agreement (One Madison Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Public Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Public Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Public Warrant or as to whether any shares of Common Stock shallwill, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Samples: Public Warrant Agreement (Future Health ESG Corp.), Public Warrant Agreement (Future Health ESG Corp.), Public Warrant Agreement (Future Health ESG Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Samples: Warrant Agreement (Prime Number Acquisition I Corp.), Warrant Agreement (Prime Number Acquisition I Corp.), Warrant Agreement (Sachem Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any ordinary shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any ordinary shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 4 contracts
Samples: Warrant Agreement (Distoken Acquisition Corp), Warrant Agreement (AI Transportation Acquisition Corp), Warrant Agreement (AI Transportation Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company Corporation of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Samples: Warrant Agreement (Modern Media Acquisition Corp.), Form of Warrant Agreement (Modern Media Acquisition Corp.), Form of Warrant Agreement (Modern Media Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof of this Agreement or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, such Shares will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Samples: Warrant Agreement (Union Street Acquisition Corp.), Warrant Agreement (Union Street Acquisition Corp.), Warrant Agreement (Union Street Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant certificate (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 5 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 3 contracts
Samples: Warrant Agreement (European Sustainable Growth Acquisition Corp.), Warrant Agreement (Ads-Tec Energy Public LTD Co), Warrant Agreement (European Sustainable Growth Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Share to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 3 contracts
Samples: Warrant Agreement (Act II Global Acquisition Corp.), Warrant Agreement (Act II Global Acquisition Corp.), Warrant Agreement (Act II Global Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agent Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agent Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agent Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Samples: Warrant Agent Agreement (eFleets Corp), Warrant Agent Agreement (eFleets Corp), Warrant Agent Agreement (Viveve Medical, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Samples: Warrant Agreement (Hunter Maritime Acquisition Corp.), Warrant Agreement (Hunter Maritime Acquisition Corp.), Warrant Agreement (Proterra Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company Corporation of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Samples: Warrant Agreement (Boxwood Merger Corp.), Warrant Agreement (Boxwood Merger Corp.), Warrant Agreement (Boxwood Merger Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Samples: Warrant Agreement (Rose Hill Acquisition Corp), Warrant Agreement (L Catterton Latin America Acquisition Corp), Warrant Agreement (Rose Hill Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Series B Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Series B Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 Article V hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares to be issued pursuant to this Agreement or any Series B Warrant or as to whether any shares of Common Stock shallWarrant Shares will, when issued, be valid and fully paid and non-assessable.
Appears in 3 contracts
Samples: Kingsway Financial Services (Kingsway Financial Services Inc), Common Stock Series B Warrant Agreement (Kingsway Financial Services Inc), Common Stock Series B Warrant Agreement (Kingsway Financial Services Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares A to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares A shall, when issued, be valid and fully paid and non-assessable.
Appears in 3 contracts
Samples: Warrant Agreement (Lilium N.V.), Warrant Agreement (Lilium N.V.), Warrant Agreement (Lilium N.V.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any PIPE Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any PIPE Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any PIPE Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 3 contracts
Samples: Subscription Agreement (Churchill Capital Corp III), Subscription Agreement (Churchill Capital Corp III), Warrant Agreement (MultiPlan Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature hereof and thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof Exhibit A or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shallWarrant Shares will, when issued, be valid validly issued and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Samples: Warrant Agreement (AtheroNova Inc.), Warrant Agreement (AtheroNova Inc.), Warrant Agency Agreement (AtheroNova Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 Article IV hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, Ordinary Shares will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Samples: Warrant Agreement (Cazador Acquisition Corp Ltd.), Warrant Agreement (Cazador Acquisition Corp Ltd.), Warrant Agreement (Cazador Acquisition Corp Ltd.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 3 contracts
Samples: Warrant Agreement (Genesis Park Acquisition Corp.), Warrant Agreement (Genesis Park Acquisition Corp.), Warrant Agreement (Genesis Park Acquisition Corp.)
