Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, 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 become subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of Subscriber.
Appears in 71 contracts
Samples: RF Acquisition Corp II, Subscription Agreement (Silver Sustainable Solutions Corp.), Silver Sustainable Solutions (Silver Sustainable Solutions Corp.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, 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 become 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 33 contracts
Samples: Securities Subscription Agreement (dMY Technology Group, Inc. III), Securities Subscription Agreement (Diamond Eagle Acquisition Corp. \ DE), Securities Subscription Agreement (Graf Industrial Corp.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof 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 become 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 30 contracts
Samples: Hydra Industries Acquisition Corp., Hennessy Capital Acquisition Corp. III, Longview Acquisition Corp. II
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof 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 become subjectcontemplated hereby, (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 18 contracts
Samples: JJ Opportunity Corp., Fortune Joy International Acquisition Corp, Prime Number Acquisition I Corp.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof 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 become 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 17 contracts
Samples: Lefteris Acquisition Corp., TCG Growth Opportunities Corp., Sports Entertainment Acquisition Corp.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof 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 become subjectcontemplated hereby, (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 13 contracts
Samples: Oak Woods Acquisition Corp, Stock Escrow Agreement (57th Street General Acquisition Corp), Azteca Acquisition Corp
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, 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 become 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 8 contracts
Samples: Securities Subscription Agreement (dMY Squared Technology Group, Inc.), Dynamics Special Purpose Corp., Healthcare Services Acquisition Corp
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares Class A shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, Subscriber the Purchaser will have or receive good title to the Private Placement 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 become subjectcontemplated hereby, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of Subscriberthe Purchaser.
Appears in 7 contracts
Samples: Private Placement Shares Purchase Agreement (Khosla Ventures Acquisition Co. III), Private Placement Shares Purchase Agreement (Khosla Ventures Acquisition Co. II), Private Placement Shares Purchase Agreement (Khosla Ventures Acquisition Co. III)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, Subscriber hereof the Subscribers 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 become subjectcontemplated hereby, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of Subscriberthe Subscribers.
Appears in 3 contracts
Samples: Infinity China 2 Acquisition Corp, Infinity China 1 Acquisition Corp, Nautilus Marine Acquisition Corp
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof 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 become subjectcontemplated hereby, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions action of the Subscriber.
Appears in 3 contracts
Samples: Pacific Special Acquisition Corp., DT Asia Investments LTD, DT Asia Investments LTD
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, as applicable, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, 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 become subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of Subscriber.
Appears in 3 contracts
Samples: Subscription Agreement (Hudson Executive Investment Corp. III), Subscription Agreement (Hudson Executive Investment Corp. II), Cornerstone Investment Capital Holdings Co.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, 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 become subject, (bii) transfer restrictions under federal and state securities laws, laws and (ciii) liens, claims or encumbrances imposed due to the actions of Subscriber.
Appears in 3 contracts
Samples: Thimble Point Acquisition Corp. II, Thimble Point Acquisition Corp., Thimble Point Acquisition Corp. II
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares Securities will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, Subscriber Purchaser will have or receive good title to the SharesSecurities, 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 Securities may become subject, (b) transfer restrictions under federal and state securities laws, laws and (c) liens, claims or encumbrances imposed due to the actions of SubscriberPurchaser.
Appears in 2 contracts
Samples: Battery Future Acquisition Corp., Battery Future Acquisition Corp.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Ordinary Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the Ordinary 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 become subjectcontemplated hereby, (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
Samples: Kismet Acquisition One Corp, Electrum Special Acquisition Corp
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof 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 become be subject, (b) transfer restrictions under federal federal, state and state foreign securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 2 contracts
Samples: SCG Financial Acquisition Corp., FlatWorld Acquisition Corp.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the SharesSecurities, 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 Securities may become 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
Samples: Silver Run Acquisition Corp, Silver Run Acquisition Corp
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof 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 become subjectcontemplated hereby, (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
Samples: Securities Escrow Agreement (Wattles Acquisition Corp)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof 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 become subjectcontemplated hereby, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of Subscriber.
Appears in 1 contract
Samples: BGS Acquisition Corp.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Company’s Amended and Restated Certificate of Incorporation, the Shares 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 the Subscriber will have or receive good title to the SharesSecurities, 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 become subject, (b) transfer restrictions under federal and state securities laws, and (cb) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract
Samples: USA Acquisition Corp.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof 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 become 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
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, 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 become subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of Subscriber.
Appears in 1 contract
Samples: Aries II Acquisition Corp
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof 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 become 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. 2.2.4.
Appears in 1 contract
Samples: SportsTek Acquisition Corp.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof 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 Table of Contents and other agreements to which the Shares may become 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
Samples: Chart Acquisition Corp.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares Securities will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the SharesSecurities, 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 Securities may become 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
Samples: Securities Subscription Letter Agreement (Terrapin 3 Acquisition Corp)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, 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 become 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
Samples: 890 5th Avenue Partners, Inc.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Charter, the Forward Purchase 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 hereofhereof and the Charter, Subscriber the Purchaser will have or receive good title to the Forward Purchase 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 become subject, (bA) transfer restrictions under federal and state securities laws, and (cB) liens, claims or encumbrances imposed due to the actions of Subscriberthe Purchaser.
Appears in 1 contract
Samples: Forward Purchase Agreement (RedBall Acquisition Corp.)
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares Securities will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, Subscriber Purchaser will have or receive good title to the SharesSecurities, 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 Securities may become subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of SubscriberPurchaser.
Appears in 1 contract
Samples: Battery Future Acquisition Corp.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, Subscriber hereof the Subscribers 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 become be subject, (b) transfer restrictions under federal federal, state and state foreign securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Appears in 1 contract