Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 36 contracts
Samples: Forward Purchase Agreement (byNordic Acquisition Corp), Forward Purchase Agreement (byNordic Acquisition Corp), Forward Purchase Agreement (Igniting Consumer Growth Acquisition Co LTD)
Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, Agreement will be validly issued, fully paid and nonassessablenon-assessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 10 contracts
Samples: Forward Purchase Agreement (Forbion European Acquisition Corp.), Forward Purchase Agreement (Forbion European Acquisition Corp.), Forward Purchase Agreement (Target Global Acquisition I Corp.)
Valid Issuance of Securities. The Forward Purchase SharesUnits, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares Units will be issued in compliance with all applicable federal and state securities laws.
Appears in 5 contracts
Samples: Forward Purchase Agreement (Gesher I Acquisition Corp.), Forward Purchase Agreement (Thimble Point Acquisition Corp. II), Forward Purchase Agreement (Thimble Point Acquisition Corp.)
Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, Agreement will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 4 contracts
Samples: Forward Purchase Agreement (Mason Industrial Technology, Inc.), Forward Purchase Agreement (Jiya Acquisition Corp.), Forward Purchase Agreement
Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this AgreementAgreement and registered in the register of members of the Company, will be validly issued, fully paid and nonassessable, as applicable, nonassessable and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 4 contracts
Samples: Forward Purchase Agreement (SVF Investment Corp. 2), Forward Purchase Agreement (SVF Investment Corp. 3), Forward Purchase Agreement (SVF Investment Corp. 2)
Valid Issuance of Securities. The Director Forward Purchase SharesUnits, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Director Forward Purchase Shares Units will be issued in compliance with all applicable federal and state securities laws.
Appears in 3 contracts
Samples: Director Forward Purchase Agreement (Pershing Square Tontine Holdings, Ltd.), Director Forward Purchase Agreement (Pershing Square Tontine Holdings, Ltd.), Director Forward Purchase Agreement (Pershing Square Tontine Holdings, Ltd.)
Valid Issuance of Securities. The Forward Purchase SharesSecurities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, Agreement will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares Securities will be issued in compliance with all applicable federal and state securities laws.
Appears in 2 contracts
Samples: Forward Purchase Agreement (Mason Industrial Technology, Inc.), Forward Purchase Agreement (Mason Industrial Technology, Inc.)
Valid Issuance of Securities. (i) The Forward Purchase SharesSecurities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares Securities will be issued in compliance with all applicable federal and state securities laws.
Appears in 2 contracts
Samples: Form of Forward Purchase Agreement (CEA Space Partners I Corp.), Forward Purchase (Berenson Acquisition Corp. I)
Valid Issuance of Securities. The Forward Purchase SharesUnits, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable foreign, state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser Purchasers in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares Units will be issued in compliance with all applicable federal federal, state and state foreign securities laws.
Appears in 1 contract
Samples: Forward Purchase Agreement (Medicus Sciences Acquisition Corp.)
Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e3(d) below, the Forward Purchase Shares will be issued in compliance with all applicable federal national and state securities laws..
Appears in 1 contract
Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e3(d) below, the Forward Purchase Shares will be issued in compliance with all applicable federal national and state securities laws.
Appears in 1 contract
Valid Issuance of Securities. The Forward Purchase SharesUnits, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser Purchasers in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares Units will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Forward Purchase Agreement (Pershing Square Tontine Holdings, Ltd.)
Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the PurchaserPurchasers. Assuming the accuracy of the representations of the Purchaser Purchasers in this Agreement and subject to the filings described in Section 3(e3(d) below, the Forward Purchase Shares will be issued in compliance with all applicable federal national and state securities laws.
Appears in 1 contract
Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the PurchaserPurchasers. Assuming the accuracy of the representations of the Purchaser Purchasers in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Forward Purchase Agreement (Khosla Ventures Acquisition Co.)
Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e3(d) below, the Forward Purchase Shares will be issued in compliance with all applicable federal national and state securities laws..
Appears in 1 contract
Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser Purchasers in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Forward Purchase Agreement (DD3 Acquisition Corp. II)
Valid Issuance of Securities. The Forward Purchase SharesSecurities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares Securities will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Samples: Forward Purchase Agreement (Gesher I Acquisition Corp.)
Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e3(d) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.
Appears in 1 contract
Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e3(d) below, the Forward Purchase Shares will be issued in compliance with all applicable federal national and state securities laws..
Appears in 1 contract
