Common use of Valid Issuance of Securities Clause in Contracts

Valid Issuance of Securities. (i) The Subscribed Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, 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 4(e) below, the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.

Appears in 24 contracts

Samples: Subscription Agreement (Zapp Electric Vehicles Group LTD), Subscription Agreement (Zapp Electric Vehicles Group LTD), Subscription Agreement (Lakeshore Acquisition II Corp.)

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Valid Issuance of Securities. (i) The Subscribed Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, 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 4(e4(f) below, the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.

Appears in 7 contracts

Samples: Subscription Agreement (Macondray Capital Acquisition Corp. I), Subscription Agreement (Macondray Capital Acquisition Corp. I), Subscription Agreement (Siddhi Acquisition Corp.)

Valid Issuance of Securities. (i) The Subscribed Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, 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 4(e) below, the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.

Appears in 3 contracts

Samples: Subscription Agreement, Subscription Agreement (LF Capital Acquisition Corp.), Subscription Agreement (VectoIQ Acquisition Corp.)

Valid Issuance of Securities. (i) The Subscribed Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, 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 4(e3(e) below, the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.

Appears in 2 contracts

Samples: Subscription Agreement (Good Works II Acquisition Corp.), Subscription Agreement (Good Works Acquisition Corp.)

Valid Issuance of Securities. (i) The Subscribed Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, 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 4(e3(e) below, the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Agreement (8i Acquisition 2 Corp.)

Valid Issuance of Securities. (ia) The Subscribed Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, 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 4(e) 4.05 below, the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Subscription Agreement (RMG Acquisition Corp.)

Valid Issuance of Securities. (i) The Subscribed Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, 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 PurchaserSponsor. Assuming the accuracy of the representations of the Purchaser Sponsor in this Agreement and subject to the filings described in Section 4(e) below, the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Subscription Agreement (Verity Acquisition Corp)

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Valid Issuance of Securities. (i) The Subscribed Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, 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 4(e4(f) below, the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Subscription Agreement (Valor Latitude Acquisition Corp.)

Valid Issuance of Securities. (i) The Subscribed Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, 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 4(e4(f) below, the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Subscription Agreement (Europa Growth Acquisition Co)

Valid Issuance of Securities. (i) The Subscribed Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, 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 4(e) below, the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Subscription Agreement (NewHold Investment Corp. II)

Valid Issuance of Securities. (i) The Subscribed Securities and Additional Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, 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 4(eβ€Ž4(f) below, the Subscribed Securities and Additional Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Subscription Agreement (USA Acquisition Corp.)

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