Common use of Valid Issuance of Securities Clause in Contracts

Valid Issuance of Securities. (i) The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and the Charter and registered in the register of members of the Company, and the securities issuable upon conversion or exercise of the Securities, when issued in accordance with the terms of the Securities, the Charter and this Agreement, and registered in the register of members of the Company, will be validly issued, fully paid and 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(f) below, the Securities will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Securities. (i) The SecuritiesForward Purchase Units, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and the Charter and registered in the register of members of the Company, and the securities issuable upon conversion or exercise of the SecuritiesForward Purchase Units, when issued in accordance with the terms of the Securities, the Charter Forward Purchase Units and this Agreement, and registered in the register of members of the Company, will be validly issued, fully paid and 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(f3(e) below, the Securities Forward Purchase Units will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Securities. (i) The SecuritiesClass A Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement Agreement, and the Charter Company’s memorandum and registered in articles of association (the register of members of “Charter”) and bylaws (the Company“Bylaws”), and the securities issuable upon conversion or exercise of the SecuritiesWarrants, when issued in accordance with the terms of the Securities, the Charter Forward Purchase Securities and this Agreement, and registered in the register of members of the Company, will be validly issued, fully paid and 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 PurchaserPurchasers. Assuming the accuracy of the representations of the Purchaser Purchasers in this Agreement and subject to the filings described in Section 3(f3(e) below, the Forward Purchase Securities and the securities issuable exercise of the Warrants will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Securities. (i) The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and the Charter and registered in the register of members of the Company, and the securities issuable upon conversion or exercise of the Securities, when issued in accordance with the terms of the Securities, the Charter Securities and this Agreement, and registered in the register of members of the Company, will be validly issued, fully paid and 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(f3(e) below, the Securities will be issued in compliance with all applicable federal and state securities laws.