Common use of Title to Securities Clause in Contracts

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 89 contracts

Samples: Warrant Purchase Agreement (DPCM Capital, Inc.), Private Placement Warrants Purchase Agreement (Golden Falcon Acquisition Corp.), Warrant Purchase Agreement (Intelligent Medicine Acquisition Corp.)

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Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 57 contracts

Samples: Private Placement Warrants Purchase Agreement (Twist Investment Corp), Private Placement Warrants Purchase Agreement (LAVA Medtech Acquisition Corp.), Private Placement Warrants Purchase Agreement (Gladstone Acquisition Corp)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares shares of Common Stock issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 23 contracts

Samples: Placement Warrants Purchase Agreement (Vantage Energy Acquisition Corp.), Private Placement Warrants Purchase Agreement (Spartan Acquisition Corp. II), Private Placement Warrants Purchase Agreement (Kadem Sustainable Impact Corp)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares Class A shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares Class A shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 15 contracts

Samples: Warrant Agreement (Equity Distribution Acquisition Corp.), Private Placement Warrants Purchase Agreement (Avalon Acquisition Inc.), Private Placement Warrants Purchase Agreement (Avalon Acquisition Inc.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and, as applicable, the terms of the Warrant Agreement and the Warrant Right Agreement, the Shares issuable upon exercise of Private Units, including the Private Placement Warrants underlying Securities, will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, and, as applicable, the terms of the Warrant Agreement and the Warrant Right Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and Units, including the Shares issuable upon exercise of such Private Placement Warrantsunderlying Securities, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 13 contracts

Samples: Unit Purchase Agreement (GigCapital2, Inc.), Unit Purchase Agreement (GigCapital2, Inc.), Unit Purchase Agreement (GigCapital2, Inc.)

Title to Securities. Upon issuance in accordance with, with and payment pursuant to, to the terms hereof memorandum and articles of association of the Warrant AgreementCompany and registration in the register of members of the Company, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, issued as fully paid and nonassessablenon-assessable. On the date of issuance of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreementhereof, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (iA) transfer restrictions hereunder and under the other agreements contemplated hereby, (iiB) transfer restrictions under federal and state securities laws, and (iiiC) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 9 contracts

Samples: Private Placement Warrants Purchase Agreement (Biotech Acquisition Co), Private Placement Warrants Purchase Agreement (Innovative International Acquisition Corp.), Private Placement Warrants Purchase Agreement (CHW Acquisition Corp)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, the Articles, and the Warrant Agreement, the Shares Class A shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares Class A shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 9 contracts

Samples: Warrant Agreement (Fat Projects Acquisition Corp), Private Placement Warrants Purchase Agreement (Catcha Investment Corp 2.0), Private Placement Warrants Purchase Agreement (Catcha Investment Corp)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Purchaser Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Purchaser Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Purchaser Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 8 contracts

Samples: Private Placement Warrant Purchase Agreement (Education Media, Inc.), Private Placement Warrant Purchase Agreement (Education Media, Inc.), Private Placement Warrant Purchase Agreement (Education Media, Inc.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the each Purchaser will have good title to the Private Placement Warrants purchased by it such Purchaser and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the such Purchaser.

Appears in 8 contracts

Samples: Private Placement Warrants Purchase Agreement (Decarbonization Plus Acquisition Corp), Private Placement Warrants Purchase Agreement (Decarbonization Plus Acquisition Corp III), Private Placement Warrants Purchase Agreement (Decarbonization Plus Acquisition Corp II)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 6 contracts

Samples: Private Placement Warrants Purchase Agreement (Osprey Technology Acquisition Corp. II), Private Placement Warrants Purchase Agreement (Osprey Technology Acquisition Corp.), Private Placement Warrants Purchase Agreement (G&P Acquisition Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Purchased Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Purchased Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Purchased Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 5 contracts

Samples: Warrant Subscription Agreement (Landcadia Holdings, Inc.), Warrant Subscription Agreement (GS Acquisition Holdings Corp), Warrant Subscription Agreement (Landcadia Holdings, Inc.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares shares of Common Stock issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares shares of Common Stock issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, laws and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 5 contracts

Samples: Purchase Agreement (Tortoise Acquisition Corp.), Private Placement Warrants Purchase Agreement (Switchback III Corp), Private Placement Warrants Purchase Agreement (Tortoise Acquisition Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Class A Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Class A Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 4 contracts

Samples: Private Placement Warrants Purchase Agreement (CBRE Acquisition Holdings, Inc.), Private Placement Warrants Purchase Agreement (CBRE Acquisition Holdings, Inc.), Private Placement Warrants Purchase Agreement (CBRE Acquisition Holdings, Inc.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant AgreementAmended and Restated Memorandum and Articles of Association of the Company, and upon registration in the Shares issuable upon exercise Company’s register of members, the Private Placement Warrants Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, and upon registration in the Warrant AgreementCompany’s register of members, the Purchaser will have good title to the Private Placement Warrants Shares purchased by it and the Shares issuable upon exercise of such Private Placement Warrantsby, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 4 contracts

Samples: Private Placement Shares Purchase Agreement (SVF Investment Corp. 2), Private Placement Shares Purchase Agreement (SVF Investment Corp. 3), Private Placement Shares Purchase Agreement (SVF Investment Corp. 2)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and and, as applicable, the terms of the Warrant Agreement, the Shares issuable upon exercise of Private Units, including the Private Placement Warrants underlying Securities, will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and hereof, and, as applicable, the terms of the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and Units, including the Shares issuable upon exercise of such Private Placement Warrantsunderlying Securities, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 3 contracts

Samples: Unit Purchase Agreement (GigCapital2, Inc.), Unit Purchase Agreement (GigCapital2, Inc.), Unit Purchase Agreement (GigCapital2, Inc.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it the Purchaser and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 3 contracts

Samples: Private Placement Warrants Purchase Agreement (First Reserve Sustainable Growth Corp.), Private Placement Warrants Purchase Agreement (First Reserve Sustainable Growth Corp.), Form of Private Placement Warrants Purchase Agreement (Zimmer Energy Transition Acquisition Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Underwriters Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Underwriters Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Underwriters Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 3 contracts

Samples: Underwriters Warrants Purchase Agreement (CENAQ Energy Corp.), Underwriters Warrants Purchase Agreement (CENAQ Energy Corp.), Underwriters Warrants Purchase Agreement (CENAQ Energy Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Private Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Private Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 3 contracts

Samples: Private Placement Warrants Purchase Agreement (Hawks Acquisition Corp), Private Placement Warrants Purchase Agreement (Hawks Acquisition Corp), Private Placement Warrants Purchase Agreement (Hawks Acquisition Corp)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreementamended and restated memorandum and articles of association of the Company, and upon registration in the Shares issuable upon exercise Company’s register of members, the Private Placement Warrants 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 hereof, and upon registration in the Warrant AgreementCompany’s register of members, the Purchaser will have good title to the Private Placement Warrants Shares purchased by it and the Shares issuable upon exercise of such Private Placement Warrantsit, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 2 contracts

Samples: Private Placement Shares Purchase Agreement (TCV Acquisition Corp.), Private Placement Shares Purchase Agreement (TCV Acquisition Corp.)

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Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the each Purchaser will have good title to the Private Placement Warrants it has purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the such Purchaser.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (First Light Acquisition Group, Inc.), Private Placement Warrants Purchase Agreement (First Light Acquisition Group, Inc.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (National Energy Services Reunited Corp.), Private Placement Warrants Purchase Agreement (National Energy Services Reunited Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares Class A shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares Class A shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, laws and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (USHG Acquisition Corp.), Private Placement Warrants Purchase Agreement (USHG Acquisition Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares Class A shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser Sponsor will have good title to the Private Placement Warrants purchased by it and the Shares Class A shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the PurchaserSponsor.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Revolution Healthcare Acquisition Corp.), Private Placement Warrants Purchase Agreement (Revolution Healthcare Acquisition Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, and registration in the register of members of the Company, the terms hereof and hereof, the Warrant Rights Agreement, the Shares issuable upon exercise of the Private Placement Warrants Units will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, and the Warrant Rights Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it Units and the Shares issuable upon exercise of such Private Placement WarrantsUnits, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 2 contracts

Samples: Private Placement Units Purchase Agreement (Mars Acquisition Corp.), Private Placement Units Purchase Agreement (Mars Acquisition Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the CAVU Shares issuable upon exercise of the Private Placement CAVU Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement CAVU Warrants purchased by it and the CAVU Shares issuable upon exercise of such Private Placement CAVU Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 2 contracts

Samples: Unit Purchase Agreement (HumanCo Acquisition Corp.), Unit Purchase Agreement (HumanCo Acquisition Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares Class A shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser Purchasers will have good title to the Private Placement Warrants purchased by it and the Shares Class A shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the PurchaserPurchasers.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Health Assurance Acquisition Corp.), Private Placement Warrants Purchase Agreement (Health Assurance Acquisition Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise each of the Private Placement Warrants Securities will be duly and validly issued, fully paid and nonassessable. When the Private Units are issued, the Shares underlying the Private Warrants will have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser Purchasers will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the PurchaserPurchasers.

Appears in 1 contract

Samples: Private Unit Purchase Agreement (TradeUP Acquisition Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser Purchasers will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the PurchaserPurchasers.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Capitol Investment Corp. IV)

Title to Securities. Upon payment pursuant to, and execution, countersignature, issuance and delivery in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the Shares issuable upon exercise case may be, each of the Private Placement Warrants Securities will be duly and validly authorized, issued, fully paid and nonassessable. Upon payment pursuant to, and execution, countersignature, issuance and delivery in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the Purchaser case may be, the Purchasers will have or receive good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement WarrantsSecurities, free and clear of all liens, claims and encumbrances of any kind, other than (ia) transfer restrictions hereunder and under the other agreements contemplated hereby, (iib) transfer restrictions under federal and state securities laws, and (iiic) liens, claims or encumbrances imposed due to the actions of the PurchaserPurchasers.

Appears in 1 contract

Samples: Securities Purchase Agreement (GHL Acquisition Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares Common Stock issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares Common Stock issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Graf Industrial Corp.)

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