Common use of Placement Securities Clause in Contracts

Placement Securities. 2.7.3.1 The Placement Warrants constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise and, when issued and delivered in accordance with the terms of the Placement Warrants and the Warrant Agreement, upon payment of the consideration there for, and registered in the Company’s register of members, will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable (meaning that the holder thereof shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on such shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to p▇▇▇▇▇ or lift the corporate veil)), and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1 The Private Placement Warrants constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Private Placement Shares have been duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable (meaning that the holder thereof shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on such shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to ▇▇▇▇▇▇ or lift the corporate veil)), and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants have been reserved for issuance upon the exercise and, when issued and delivered in accordance with the terms of the Private Placement Warrants and the Warrant Agreement, upon payment of the consideration there for, and registered in the Company’s register of members, will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable (meaning that the holder thereof shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on such shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to p▇▇▇▇▇▇ or lift the corporate veil)), and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1 The Placement Warrants Securities, when issued and paid for in accordance with the Sponsor Purchase Agreement, the Sponsor HoldCo Purchase Agreement or the Representative Purchase Agreements, as applicable, constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and (iv) the Restricted Class A Shares shall vest only upon the consummation of the Company’s initial Business Combination. The Ordinary Shares issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise and, when issued and delivered in accordance with the terms of the Placement Warrants and the Warrant AgreementAgreement (as defined in Section 2.23), upon payment of the consideration there for, and registered in the Company’s register of members, such Ordinary Shares will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable (meaning that the holder thereof shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on such shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to p▇▇▇▇▇ or lift the corporate veil))assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1 The Placement Warrants Units constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares included in the Placement Units have been duly authorized and when issued in accordance with this Agreement, will be validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Ordinary Shares issuable upon exercise conversion of the Share Rights included in the Placement Warrants Units have been reserved for issuance upon the exercise and, when issued and delivered in accordance with the terms of the Placement Warrants Units and the Warrant Rights Agreement, upon payment of the consideration there for, and registered in the Company’s register of members, such Ordinary Shares will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable (meaning that the holder thereof shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on such shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to p▇▇▇▇▇ or lift the corporate veil))assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1 The Placement Warrants and the Underwriter Warrants constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares issuable upon exercise of the Placement Warrants and the Underwriter Warrants have been reserved for issuance upon the exercise and, when issued and delivered in accordance with the terms of the Placement Warrants, the Underwriter Warrants and the Warrant Agreement, upon payment of the consideration there for, and registered in the Company’s register of members, will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable (meaning that the holder thereof shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on such shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to p▇▇▇▇▇ or lift the corporate veil)), and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1 The Placement Warrants and the Underwriter Warrants constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares issuable upon exercise of the Placement Warrants and the Underwriter Warrants have been reserved for issuance upon the exercise and, when issued and delivered in accordance with the terms of the Placement Warrants, the Underwriter Warrants and the Warrant Agreement, upon payment of the consideration there for, and registered in the Company’s register of members, will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable (meaning that the holder thereof shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on such shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to p▇▇▇▇▇ pierce or lift the corporate veil)), and the holders thereof are not and will not be subject to personal liability by reason of being such holders.