Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 197 contracts
Sources: Subscription Agreement (Ai Strategy Inc.), Securities Subscription Agreement (Quantum Leap Acquisition Corp), Subscription Agreement (Ai Strategy Inc.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be become subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 39 contracts
Sources: Securities Subscription Agreement (Keystone Acquisition Corp.), Securities Subscription Agreement (Irenic Acquisition Corp.), Securities Subscription Agreement (Voyager Acquisition Corp. II)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Memorandum and Articles, and registration in the Company’s register of membersmembers of the Company, the Shares will be duly and validly issued, issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration in the Company’s register of membersMemorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions action of the Subscriber.
Appears in 22 contracts
Sources: Securities Purchase Agreement (Southern Cross Acquisition II Corp.), Securities Purchase Agreement (Li Mingyu), Securities Purchase Agreement (Southern Cross Acquisition I Corp.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, issued as fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 21 contracts
Sources: Securities Subscription Agreement (Centurion Acquisition Corp.), Securities Subscription Agreement (Healthcare AI Acquisition Corp.), Securities Subscription Agreement (RCF Acquisition Corp.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subjectsubject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 17 contracts
Sources: Founder Share Subscription Agreement (Watu Metals Acquisition Corp), Founder Share Subscription Agreement (Aussie Aussie Acquisition Corp), Founder Share Subscription Agreement (Watu Metals Acquisition Corp)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and upon registration in the Company’s register of membersmembers of the Company, the Shares will be duly and validly issued, issued as fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subjectsubject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 14 contracts
Sources: Securities Subscription Agreement (Aeon Acquisition I Corp.), Subscription Agreement (Archimedes Tech SPAC Partners III Co.), Securities Subscription Agreement (Aeon Acquisition I Corp.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the memorandum and articles of association of the Company, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 8 contracts
Sources: Securities Subscription Agreement (Fortress Value Acquisition Corp. V), Securities Subscription Agreement (Growth for Good Acquisition Corp), Securities Subscription Agreement (Anthemis Digital Acquisitions I Corp)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be become subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 7 contracts
Sources: Securities Subscription Agreement (Pegasus Digital Mobility Acquisition Corp.), Securities Subscription Agreement (Pegasus Digital Mobility Acquisition Corp.), Securities Subscription Agreement (Endurance Acquisition Corp.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, laws and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 7 contracts
Sources: Securities Subscription Agreement (Israel Acquisitions Corp), Securities Subscription Agreement (Rose Hill Acquisition Corp), Securities Subscription Agreement (Avista Public Acquisition Corp. II)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and under other agreements to which the Shares may be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 5 contracts
Sources: Securities Subscription Agreement (Mars Acquisition Corp.), Securities Subscription Agreement (TLGY Acquisition Corp), Securities Subscription Agreement (Angel Pond Holdings Corp)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares Units will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the SharesUnits, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and other agreements to which the Shares Units may be subject, (bii) transfer restrictions under federal and state securities laws, laws and (ciii) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 4 contracts
Sources: Securities Subscription Agreement (Rice Acquisition Corp 3), Securities Subscription Agreement (Rice Acquisition Corp 3), Securities Subscription Agreement (Rice Acquisition Corp 3)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and other agreements to which the Shares may be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 4 contracts
Sources: Securities Subscription Agreement (Constitution Acquisition Corp.), Securities Subscription Agreement (ESGEN Acquisition Corp), Securities Subscription Agreement (Constitution Acquisition Corp.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and upon registration in the Company’s register of membersmembers of the Company, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and upon registration in the Company’s register of membersmembers of the Company, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be become subject, (b) transfer restrictions under federal and state securities laws, (c) transfer restrictions and liens under the memorandum and articles of association of the Company, and (cd) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 4 contracts
Sources: Securities Subscription Agreement (Yorkville International Capital Corp.), Securities Subscription Agreement (Yorkville International Capital Corp.), Securities Subscription Agreement (Yorkville International Capital Corp.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s 's register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s 's register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 4 contracts
Sources: Securities Subscription Agreement (GEF Acquisition Corp), Securities Subscription Agreement (GEF Acquisition Corp), Securities Subscription Agreement (Double Eagle Acquisition Corp.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subjectsubject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 4 contracts
Sources: Securities Subscription Agreement (SPACSphere Acquisition Corp.), Securities Subscription Agreement (SPACSphere Acquisition Corp.), Securities Subscription Agreement (SPACSphere Acquisition Corp.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in on the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in on the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be become subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 3 contracts
Sources: Securities Subscription Agreement (LAMF Global Ventures Corp. I), Securities Subscription Agreement (10X Capital Venture Acquisition Corp. III), Securities Subscription Agreement (10X Capital Venture Acquisition Corp. II)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Memorandum and Articles, and registration in the Company’s register of membersmembers of the Company, the Shares will be duly and validly issued, issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration in the Company’s register of membersMemorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 3 contracts
Sources: Securities Subscription Agreement (TradeUP 88 Corp.), Securities Subscription Agreement (Learn CW Investment Corp), Securities Subscription Agreement (TradeUP Global Corp)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 3 contracts
Sources: Securities Subscription Agreement (Austerlitz Acquisition Corp I), Securities Subscription Agreement (Austerlitz Acquisition Corp II), Securities Subscription Agreement (1.12 Acquisition Corp)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subjectsubject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 3 contracts
Sources: Securities Subscription Agreement (Starlink AI Acquisition Corp), Securities Subscription Agreement (ALBERT ORIGIN ACQUISITION Corp), Securities Subscription Agreement (ALBERT ORIGIN ACQUISITION Corp)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in on the register of members of the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in on the register of members of the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subjectsubject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 2 contracts
Sources: Securities Subscription Agreement (Thunder Bridge Capital Partners V, Ltd.), Securities Subscription Agreement (Jackson Acquisition Co II)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the memorandum and articles of association of the Company, and registration in the Company’s register of members, the Shares will be duly and validly issued, issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be become subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 2 contracts
Sources: Securities Subscription Agreement (ION Acquisition Corp 2 Ltd.), Securities Subscription Agreement (ION Acquisition Corp 1 Ltd.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares Units will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the SharesUnits, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares Units may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 2 contracts
Sources: Securities Subscription Agreement (Rice Acquisition Corp. II), Securities Subscription Agreement (Rice Acquisition Corp. II)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subjectsubject (including the terms of the memorandum and articles of association of the Company, as amended from time to time, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 2 contracts
Sources: Securities Subscription Agreement (Peridot Acquisition Corp. III), Securities Subscription Agreement (Peridot Acquisition Corp. III)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, . the terms hereofhereof and the Memorandum and Articles, and registration in the Company’s register of membersmembers of the Company, the Shares will be duly and validly issued, issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration in the Company’s register of membersMemorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions action of the Subscriber.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Blue World Holdings LTD), Securities Purchase Agreement (Blue World Acquisition Corp)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber Buyer will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the SubscriberBuyer.
Appears in 1 contract
Sources: Securities Purchase Agreement (Levere Holdings Corp.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the each Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and other agreements to which the Shares may be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of the each Subscriber.
Appears in 1 contract
Sources: Securities Subscription Agreement (ESGEN Acquisition Corp)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and other agreements to which the Shares may be subject, (bii) transfer restrictions under federal and state securities laws, laws and (ciii) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Sources: Securities Subscription Agreement (Rice Acquisition Corp 3)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under other agreements to which the Shares may be subject, (b) transfer restrictions under United States federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Sources: Securities Subscription Agreement (MELI Kaszek Pioneer Corp)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Sources: Securities Subscription Agreement (Serendipity Capital Acquisition Corp.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of membersstock ledger, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of membersstock ledger, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Sources: Securities Subscription Agreement (Red Cell DRM Acquisition Corp.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Memorandum and Articles, and registration in the Company’s register of membersmembers of the Company, the Shares will be duly and validly issued, issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration in the Company’s register of membersMemorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Sources: Securities Subscription Agreement (Think Elevation Capital Growth Opportunities)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Sources: Securities Subscription Agreement (Collier Creek Holdings)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under other agreements to which the Shares may be subject, each of which have been identified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Sources: Securities Subscription Agreement (Blockchain Coinvestors Acquisition Corp. I)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber..
Appears in 1 contract
Sources: Securities Subscription Agreement (TPB Acquisition Corp I)