Subscription Agreements Clause Samples

Subscription Agreements. The Company has entered into the Subscription Agreements substantially in the form annexed as Exhibit 10.12 to the Registration Statement with the Insider Purchasers to purchase the Insider Securities. Pursuant to the Subscription Agreement, the Insider Purchasers have placed the purchase price for the Insider Securities in escrow prior to the date hereof. Simultaneously with the consummation of the Offering, such purchase price shall be deposited into the Trust Fund pursuant to the Trust Agreement.

Subscription Agreements. The Sponsor and the Representative have executed and delivered subscription agreements, the forms of which are annexed as exhibits to the Registration Statement (the “Subscription Agreements”), pursuant to which the Sponsor and the Representative have agreed, among other things, that they and/or their designees will purchase on the Closing Date the Private Warrants in the Private Placement. Pursuant to the Subscription Agreements, the purchasers have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Ordinary Shares underlying the Private Warrants in the event that a Business Combination is not consummated and the Trust Account is liquidated in accordance with the terms of the Trust Agreement.

Subscription Agreements. The Company shall have entered into the Subscription Agreements with each of the Investors, and such agreements shall be in full force and effect on the Closing Date.

Subscription Agreements. (a) Parent shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements of, the Subscription Agreements in a manner materially adverse to the Company or the Company Stockholders. Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and using its commercially reasonable efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Parent in the Subscription Agreements and otherwise comply with its obligations thereunder; (ii) in the event that all conditions in the Subscription Agreements (other than conditions that Parent or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing; and (iii) enforce its rights under the Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Parent or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to contribute to Parent the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements at or prior to the Closing. Without limiting the generality of the foregoing, Parent shall give the Company or the Stockholder Representative, prompt (and, in any event within three Business Days) written notice: (A) of any amendment to any Subscription Agreement (together with a copy of such amendment); (B) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to Parent; (C) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions ...

Subscription Agreements. The Sponsor and the Company have executed and delivered a securities subscription agreement dated October 21, 2024, which is annexed as an exhibit to the Registration Statement (the “Founder Shares Subscription Agreement”), pursuant to which the Sponsor purchased the Founder Shares. The Sponsor has executed and delivered a private placement units purchase agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Private Placement Units Purchase Agreement”), pursuant to which the Sponsor has agreed, among other things, that it will purchase on the Closing Date the Private Units in the Private Placement. Pursuant to the Private Placement Units Purchase Agreement, the Sponsor has waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Ordinary Shares underlying the Private Units in the event that a Business Combination is not consummated and the Trust Account is liquidated in accordance with the terms of the Trust Agreement. The Sponsor has agreed not to transfer any ownership interest in, except to permitted transferees or in certain limited circumstances, the Private Securities until the completion of the Business Combination.

Subscription Agreements. The Purchaser, the Company and Pubco shall each use its reasonable best efforts to satisfy the conditions of the PIPE Investors closing obligations contained in the Subscription Agreements, and consummate the transactions contemplated thereby. The Purchaser and Pubco shall not terminate, amend or waive in any manner adverse to the Company, the Purchaser or Pubco, the Subscription Agreements without the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), and Pubco shall, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), use its best efforts to enforce each of the Subscription Agreements in accordance with its terms. In the event that there is an actual or threatened material breach or default by a PIPE Investor under a Subscription Agreement, or the Purchaser reasonably believes in good faith that such PIPE Investor otherwise is not willing or able to consummate the transactions contemplated thereby upon the satisfaction of the conditions of such PIPE Investor’s closing obligations thereunder, then notwithstanding anything to the contrary herein, except with the Purchaser’s, the Company’s and each of the Key Company Shareholders’ prior written consent (not to be unreasonably withheld, delayed or conditioned), Pubco shall be required to use its reasonable best efforts to enter into and consummate replacement agreements for the PIPE Investment, which agreements shall become Subscription Agreements for purposes of this Agreement and included as part of the PIPE Financing, and the Purchaser, Pubco and the Company shall, and shall cause their respective Representatives to, reasonably cooperate with the Purchaser, Pubco and their respective Representatives in connection with such replacement PIPE Investment and use their respective commercially reasonable efforts to cause such replacement PIPE Investment to occur (including having the Purchaser’s or the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by the Purchaser). 1.8 Section 10.1

Subscription Agreements. The Sponsor and the Representative have executed and delivered subscription agreements, forms of which are annexed as exhibits to the Registration Statement (the “Subscription Agreements”), pursuant to which the Sponsor and the Representative have agreed, among other things, to purchase on the Closing Date the Private Units in the Private Placement.

Subscription Agreements. The Company shall have entered into Subscription Agreements with each of the Purchasers and such agreements shall be in full force and effect.

Subscription Agreements. The Insiders and the purchasers of the EBC Warrants have each executed and delivered a subscription agreement, the form of which is annexed as an exhibit to the Registration Statement (individually a “Subscription Agreement” and collectively, the “Subscription Agreements”), pursuant to which the Insiders have agreed, among other things, to purchase on the Closing Date an aggregate of 4,400,000 Sponsor Warrants (or 4,820,000 Sponsor Warrants if the Over-allotment Option is exercised in full) in the Private Placement. Pursuant to the Subscription Agreements, the Insiders and the purchasers of the EBC Warrants have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Sponsor Warrants and EBC Warrants in the event that a Business Combination is not consummated and the Trust Account is liquidated in accordance with the terms of the Trust Agreement. The Sponsor Warrants and EBC Warrants have been duly authorized and, when issued and paid for in accordance with the Subscription Agreements, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Sponsor Warrants and EBC Warrants are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Sponsor Warrants and EBC Warrants has been duly and validly taken.