Common use of Valid Issuance Clause in Contracts

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 9 contracts

Samples: Private Placement Warrants Purchase Agreement (AMCI Acquisition Corp.), Private Placement Warrants Purchase Agreement (Proptech Investment Corp. Ii), Private Placement Warrants Purchase Agreement (Mudrick Capital Acquisition Corp)

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Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 4,312,500 shares of Class B Common Stock (of which up to 750,000 562,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 7 contracts

Samples: Private Placement Warrants Purchase Agreement (Apeiron Capital Investment Corp.), Private Placement Warrants Purchase Agreement (Apeiron Capital Investment Corp.), Private Placement Warrants Purchase Agreement (Apeiron Capital Investment Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 111,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 7 contracts

Samples: Private Placement Warrants Subscription Agreement (Oyster Enterprises Acquisition Corp.), Private Placement Warrants Subscription Agreement (Oyster Enterprises Acquisition Corp.), Private Placement Warrants Subscription Agreement (Oyster Enterprises Acquisition Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 331,000,000 shares of common stock (which consist of 100,000,000 330,000,000 shares of the Company’s Class A Common Stock and 10,000,000 30,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 8,625,000 shares of Class B Common Stock (of which up to 750,000 1,125,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 7 contracts

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 220,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,187,500 shares of Class B Common Stock (of which up to 750,000 937,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 6 contracts

Samples: Private Placement Warrant Purchase Agreement (Spartacus Acquisition Corp), Private Placement Warrant Purchase Agreement (Roman DBDR Tech Acquisition Corp. III), Private Placement Warrant Purchase Agreement (Roman DBDR Tech Acquisition Corp. III)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 111,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, 0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 2,875,000 shares of Class B Common Stock (of which up to 750,000 375,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 6 contracts

Samples: Private Placement Warrants Purchase Agreement (OTR Acquisition Corp.), Private Placement Warrants Purchase Agreement (Monterey Capital Acquisition Corp), Private Placement Warrants Purchase Agreement (OceanTech Acquisitions I Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 3,593,750 shares of Class B Common Stock (of which up to 750,000 468,750 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 6 contracts

Samples: Private Placement Warrant Purchase Agreement (Seaport Global Acquisition Corp), Private Placement Warrants Purchase Agreement (Software Acquisition Group Inc.), Private Placement Warrant Purchase Agreement (Seaport Global Acquisition Corp)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 4,312,500 shares of Class B Common Stock (of which up to 750,000 562,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 5 contracts

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 321,000,000 shares of common stock (which consist of 100,000,000 300,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,187,500 shares of Class B Common Stock (of which up to 750,000 937,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 4 contracts

Samples: Private Placement Warrants Purchase Agreement (DHB Capital Corp.), Private Placement Warrants Purchase Agreement (DHB Capital Corp.), Private Placement Warrants Purchase Agreement (Mission Advancement Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 221,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock Stock, par value $0.0001 per share (the “Class A Common Stock”) and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 4,312,500 shares of Class B Common Stock (of which up to 750,000 562,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 4 contracts

Samples: Private Placement Warrant Purchase Agreement (Seaport Calibre Materials Acquisition Corp.), Private Placement Warrant Purchase Agreement (Seaport Calibre Materials Acquisition Corp.), Private Placement Warrant Purchase Agreement (Seaport Calibre Materials Acquisition Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 221,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 8,625,000 shares of Class B Common Stock (of which up to 750,000 1,125,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 4 contracts

Samples: Private Placement Warrants Purchase Agreement (Haymaker Acquisition Corp. II), Private Placement Warrants Purchase Agreement (GX Acquisition Corp. II), Private Placement Warrants Purchase Agreement (GX Acquisition Corp. II)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 550,000,000 shares of common stock (which consist of 100,000,000 500,000,000 shares of the Company’s Class A Common Stock and 10,000,000 50,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 11,500,000 shares of Class B Common Stock (of which up to 750,000 1,500,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 3 contracts

Samples: Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition II Corp.), Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition III Corp.), Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition II Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 121,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 2,156,250 shares of Class B Common Stock (of which up to 750,000 281,250 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 3 contracts

Samples: Private Placement Warrants Purchase Agreement (Industrial Tech Acquisitions, Inc.), Private Placement Warrants Purchase Agreement (Industrial Tech Acquisitions, Inc.), Private Placement Warrants Purchase Agreement (Industrial Tech Acquisitions, Inc.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 3 contracts

Samples: Private Placement Warrant Purchase Agreement (Virtuoso Acquisition Corp.), Private Placement Warrants Purchase Agreement (Apeiron Capital Investment Corp.), Private Placement Warrants Purchase Agreement (Apeiron Capital Investment Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 221,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 6,325,000 shares of Class B Common Stock (of which up to 750,000 825,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

Samples: Private Placement Warrant Purchase Agreement (Roman DBDR Tech Acquisition Corp.), Private Placement Warrant Purchase Agreement (Roman DBDR Tech Acquisition Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, 0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 4,312,500 shares of Class B Common Stock (of which up to 750,000 562,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 221,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, 0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 6,468,750 shares of Class B Common Stock (of which up to 750,000 843,750 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Class Acceleration Corp.), Private Placement Warrants Purchase Agreement (Class Acceleration Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 550,000,000 shares of common stock (which consist of 100,000,000 500,000,000 shares of the Company’s Class A Common Stock and 10,000,000 50,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,187,500 shares of Class B Common Stock (of which up to 750,000 937,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition III Corp.), Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition III Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 2,875,000 shares of Class B Common Stock (of which up to 750,000 375,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 8,625,000 shares of Class B Common Stock (of which up to 750,000 1,125,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 301,000,000 shares of common stock (which consist of 100,000,000 280,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, 0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 6,900,000 shares of Class B Common Stock (of which up to 750,000 900,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Tribe Capital Growth Corp I), Private Placement Warrants Purchase Agreement (Tribe Capital Growth Corp I)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 111,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and (the “Class A Common Stock”), par value $0.0001 per share, 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share Common Stock (the “Class B Common Stock”)) , par value $0.0001 per share, and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share stock (the “Preferred Stock”), par value $0.0001 per share). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 5,175,000 shares of Class B Common Stock (of which up to 750,000 675,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 220,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,187,500 shares of Class B Common Stock (of which up to 750,000 937,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

Samples: Private Placement Warrant Purchase Agreement (Spartacus Acquisition Corp), Private Placement Warrant Purchase Agreement (Spartacus Acquisition Corp)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 301,000,000 shares of common stock (which consist of 100,000,000 280,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, 0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 6,900,000 shares of Class B Common Stock (of which up to 750,000 900,000 shares are subject to forfeiture as described in the registration statement relating to the Public Offering (the “Registration Statement”)) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Tribe Capital Growth Corp I), Private Placement Warrants Purchase Agreement (Tribe Capital Growth Corp I)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 220,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 14,375,000 shares of Class B Common Stock (of which up to 750,000 1,875,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Atlas Crest Investment Corp.), Private Placement Warrants Purchase Agreement (Atlas Crest Investment Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 111,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 4,312,500 shares of Class B Common Stock (of which up to 750,000 562,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Industrial Tech Acquisitions II, Inc.), Private Placement Warrants Purchase Agreement (Industrial Tech Acquisitions II, Inc.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,503,750 shares of Class B Common Stock (of which up to 750,000 978,750 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Trine Acquisition Corp.), Private Placement Warrants Purchase Agreement (Hennessy Capital Acquisition Corp IV)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 221,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 10,062,500 shares of Class B Common Stock (of which up to 750,000 1,312,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 5,031,250 shares of Class B Common Stock (of which up to 750,000 656,250 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (7GC & Co. Holdings Inc.), Private Placement Warrants Purchase Agreement (Proptech Investment Corp. Ii)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,187,500 shares of Class B Common Stock (of which up to 750,000 937,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,187,500 shares of Class B Common Stock (of which up to 750,000 937,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 2 contracts

Samples: Private Placement Warrants Purchase Agreement (Hennessy Capital Acquisition Corp IV), Private Placement Warrants Purchase Agreement (Trine Acquisition Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 111,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, 0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,187,500 shares of Class B Common Stock (of which up to 750,000 937,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 111,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 2,875,000 shares of Class B Common Stock (of which up to 750,000 375,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (CE Energy Acquisition Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 80,000,000 shares of common stock (which consist of 100,000,000 70,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B F common stock, par value $0.0001 per share (the “Class B F Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, 0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 8,625,500 shares of Class B F Common Stock (of which up to 750,000 1,125,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Warrants Purchase Agreement (Matlin & Partners Acquisition Corp)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 660,000,000 shares of common stock (which consist of 100,000,000 600,000,000 shares of the Company’s Class A Common Stock and 10,000,000 60,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 17,250,000 shares of Class B Common Stock (of which up to 750,000 2,250,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Atlas Crest Investment Corp. III)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 321,000,000 shares of common stock (which consist of 100,000,000 300,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 8,625,000 shares of Class B Common Stock (of which up to 750,000 1,125,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Forest Road Acquisition Corp. II)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 321,000,000 shares of common stock (which consist of 100,000,000 300,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 8,625,000 shares of Class B Common Stock (of which up to 750,000 1,125,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Mission Advancement Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 3,125,125 shares of Class B Common Stock (of which up to 750,000 407,625 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrant Purchase Agreement (Evo Acquisition Corp)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 2,875,000 shares of Class B Common Stock (of which up to 750,000 375,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrant Purchase Agreement (Evo Acquisition Corp)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 301,000,000 shares of common stock (which consist of 100,000,000 280,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, 0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the registration statement relating to the Public Offering (the “Registration Statement”)) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Tribe Capital Growth Corp I)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 300,000,000 shares of common stock (which consist of 100,000,000 280,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 10,062,500 shares of Class B Common Stock (of which up to 750,000 1,312,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Purchase Agreement (Altitude Acquisition Corp. III)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 220,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 8,625,000 shares of Class B Common Stock (of which up to 750,000 1,125,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Atlas Crest Investment Corp. II)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 321,000,000 shares of common stock (which consist of 100,000,000 300,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 8,768,750 shares of Class B Common Stock (of which up to 750,000 1,143,750 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Forest Road Acquisition Corp. II)

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Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 301,000,000 shares of common stock (which consist of 100,000,000 280,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 8,625,000 shares of Class B Common Stock (of which up to 750,000 1,125,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 300,000,000 shares of common stock (which consist of 100,000,000 280,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,187,500 shares of Class B Common Stock (of which up to 750,000 937,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 220,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 6,181,250 shares of Class B Common Stock (of which up to 750,000 806,250 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrant Purchase Agreement (Roman DBDR Tech Acquisition Corp. II)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 301,000,000 shares of common stock (which consist of 100,000,000 280,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, 0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Tribe Capital Growth Corp I)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 221,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Subscription Agreement (Southport Acquisition Corp)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the registration statement relating to the Public Offering (the “Registration Statement”)) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrant Purchase Agreement (Integrated Rail & Resources Acquisition Corp)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 400,000,000 shares of common stock (which consist of 100,000,000 380,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 5,031,250 shares of Class B Common Stock (of which up to 750,000 656,250 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, 0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Mudrick Capital Acquisition Corp)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s 's Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, 0.0001 per share (the Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 6,468,750 shares of Class B Common Stock (of which up to 750,000 843,750 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Lefteris Acquisition Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 220,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrant Purchase Agreement (Spartacus Acquisition Corp)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 660,000,000 shares of common stock (which consist of 100,000,000 600,000,000 shares of the Company’s Class A Common Stock and 10,000,000 60,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Atlas Crest Investment Corp. V)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 5,175,000 shares of Class B Common Stock (of which up to 750,000 675,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrant Purchase Agreement (Virtuoso Acquisition Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 221,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,187,500 shares of Class B Common Stock (of which up to 750,000 937,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Anthropos Capital Corp)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 550,000,000 shares of common stock (which consist of 100,000,000 500,000,000 shares of the Company’s Class A Common Stock and 10,000,000 50,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,503,750 shares of Class B Common Stock (of which up to 750,000 978,750 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition III Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 220,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, 0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 8,625,000 shares of Class B Common Stock (of which up to 750,000 1,125,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Warrants Purchase Agreement (Haymaker Acquisition Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 321,000,000 shares of common stock (which consist of 100,000,000 300,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,503,750 shares of Class B Common Stock (of which up to 750,000 978,750 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Forest Road Acquisition Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 660,000,000 shares of common stock (which consist of 100,000,000 600,000,000 shares of the Company’s Class A Common Stock and 10,000,000 60,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 11,500,000 shares of Class B Common Stock (of which up to 750,000 1,500,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,666,667 shares of Class B Common Stock (of which up to 750,000 1,000,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrant Purchase Agreement (Virtuoso Acquisition Corp. 2)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statementregistration statement on Form S-1 (File No. 333-251775) filed by the Company in connection with the Public Offering) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Subscription Agreement (Edify Acquisition Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 221,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,906,250 shares of Class B Common Stock (of which up to 750,000 1,031,250 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrant Purchase Agreement (Roman DBDR Tech Acquisition Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 6,900,000 shares of Class B Common Stock (of which up to 750,000 900,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (26 Capital Acquisition Corp.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 3,737,500 shares of Class B Common Stock (of which up to 750,000 487,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrant Purchase Agreement (Software Acquisition Group Inc.)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 220,000,000 shares of common stock (which consist of 100,000,000 200,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrant Purchase Agreement (Spartacus Acquisition Corp)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,666,667 shares of Class B Common Stock (of which up to 750,000 1,000,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Private Placement Warrants Purchase Agreement (Quinzel Acquisition Co)

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 300,000,000 shares of common stock (which consist of 100,000,000 280,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 7,503,750 shares of Class B Common Stock (of which up to 750,000 978,750 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 111,000,000 shares of common stock (which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, 0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 3,306,250 shares of Class B Common Stock (of which up to 750,000 431,250 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

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

Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 300,000,000 shares of common stock (which consist of 100,000,000 280,000,000 shares of the Company’s Class A Common Stock and 10,000,000 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

Appears in 1 contract

Samples: Purchase Agreement (Altitude Acquisition Corp. II)

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