NMSI definition
Examples of NMSI in a sentence
For the avoidance of doubt, any payments, distributions, or other consideration due or payable to the NMSI in connection with the transfer, assignment, or disposition of any securities subject to this Agreement shall be a liability of the Sponsor.
Consummation by the Sponsor of the transactions contemplated by this Agreement, including the sale of the Acquired Securities, will not violate or otherwise impair any rights, contractual or otherwise, of the NMSI, and the NMSI have no right to approve the transactions contemplated by this Agreement.
Furthermore, there are no outstanding agreements, arrangements, or understandings, written or oral, pursuant to which any person or entity, including any NMSI, could assert any right, title, interest, or claim to the Acquired Securities following such sale.
The representations and warranties of the Sponsor set forth in Sections 5.2 (Authorization), 5.3 (Non-Contravention; Governmental Approvals), 5.4 (Title to Acquired Securities), 5.5 (Entirety of NMSI Interest), 5.6 (Litigation), and 5.8 (Entire Equity Securities) shall survive the Closing and remain in full force and effect following the Closing.
The Purchaser and the SPAC shall not be liable or responsible for the legal expenses of the NMSI.
Neither the Sponsor, nor, any member of the Sponsor, including any NMSI, nor, any officer or director of the SPAC, nor any of their respective affiliates, owns of record or beneficially any other securities of the SPAC (other than any Public Units, Public Shares or Public Warrants) and none of them has any direct or indirect right to receive or acquire any additional securities of the SPAC.
No other person or entity, including any NMSI, has any right, title, interest, claim, or entitlement to the Acquired Securities following their sale by the Sponsor to the Purchaser.
Except for the aforementioned interests in the Acquired Securities being transferred to the Purchaser pursuant to this Agreement, none of the NMSI hold, directly or indirectly, any interest in any security of the SPAC other than any Public Units, Public Shares or Public Warrants, nor, does any NMSI have any right to acquire any such interest in any securities of the SPAC.
No Liens or encumbrances exist in favor of the NMSI with respect to the Acquired Securities, and following the sale of the Acquired Securities by the Sponsor to the Purchaser, the NMSI will have no further rights, claims, or interests in or to the NMSI Shares, NMSI Warrants or any other securities of the SPAC (not including Public Units, Public Shares or Public Warrants held by any NMSI).
All consents, waivers, or releases necessary to effect the transfer of the Acquired Securities to the Purchaser have been obtained, and no further action, consent, or waiver is required from any NMSI or any other person or entity to effect such transfer.