Private Securities Sample Clauses

Private Securities. The Placement Units constitute, and the Forward Purchase Units will constitute, valid and binding obligations of the Company to issue 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 shares of Common Stock issuable upon exercise of the Placement Warrants and Forward Purchase Warrants have been reserved for issuance and, when issued in accordance with the terms of the Placement Warrants and Forward Purchase Warrants, as applicable, will be duly and validly authorized, validly issued and upon payment therefor, 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 Placement Shares, the shares of Common Stock sold pursuant to the Forward Purchase Agreement and shares of Common Stock issuable upon exercise of the Placement Warrants and Forward Purchase Warrants have been reserved for issuance and, when issued in accordance with the terms of the Placement Units, Forward Purchase Units, Placement Warrants and Forward Purchase Warrants, will be duly and validly authorized, validly issued and 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.

Private Securities. The Securities are being offered in an offering exempt from registration under the Securities Act by an issuer that is not a “reporting company” subject to the reporting requirements of the 55 Securities Exchange Act. Investing in private securities is not suitable for all investors. An investment in private securities can be highly speculative and involve a high degree of risk. Investor acknowledges the following risks related to private securities: (a) No governmental agency has reviewed the offerings of private securities and no state or federal agency has passed upon either the adequacy of the disclosure for such securities or the fairness of the terms of any offering of private securities. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the investors to be made to the issuer in connection with the offering. In the event that any such representation proves to be untrue, the registration exemptions relied upon by the Issuer in selling the securities might not be available and substantial liability to the Issuer would result under applicable securities laws for rescission or damages. (b) The offering price of private securities may bear no relationship to an issuer’s assets, book value, historical results of operations or any other established criterion of value. The offering price should not be considered as an indication of any Issuer’s actual value or the value of the Security. (c) There may not be any public or private market for private securities, and there can be no assurance that any such market would develop in the foreseeable future. There is, therefore, no assurance that private securities can be resold near the offering price or at all. Investor is prepared to hold the Security acquired in the Offering indefinitely and Investor does not expect to be able to liquidate any or all of the Securities, even in case of an emergency. In addition, any proposed transfer must comply with restrictions on transfer imposed by the Issuer and by federal and state securities laws. The Issuer may permit the transfer of such securities out of an Investor’s name only when his or her request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the issuer that neither the sale nor the proposed transfer results in a violation of the Securities Act or any applicable state securities or "blue sky" laws. (d) THERE CAN BE NO ASSURANCE THAT THE ISSUER WILL EVER FILE A REGIST...

Private Securities. On the Closing Date and the Option Closing Date, as applicable, the Sponsor and Representative shall have purchased the Private Securities as provided for in the Subscription Agreements and the purchase price for such securities shall be deposited into the Trust Account.

Private Securities. 14.3.1. Under this AGREEMENT, the CLIENT may register transactions with CETIP, authorizing ATIVA to register transactions in CETIP’s systems on the CLIENT’s behalf. 14.3.2. ATIVA must maintain a segregated account in the CLIENT’s name to record transactions in the CETIP markets. This account will be in ATIVA’s name, which will be responsible for its management. 14.3.3. The CLIENT acknowledges that ATIVA may charge for the custody of assets, and the CLIENT should be informed of any changes to the fee structure. 14.3.4. The CLIENT will be responsible for the origin and legitimacy of the securities delivered to ATIVA, as well as for the acts, documents presented, and information provided, including the acquisition value of the securities reported to ATIVA, notably for tax purposes. The CLIENT will be liable for any direct or indirect damages or losses caused to ATIVA or third parties due to any form of fraud, simulation, forgery, or omission of information or documents.