Common use of Placement Securities Clause in Contracts

Placement Securities. The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares underlying the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Appears in 3 contracts

Samples: Warrant Agreement (Atlas Growth Acquisition LTD), Warrant Agreement (Atlas Growth Acquisition LTD), Warrant Agreement (Atlas Growth Acquisition LTD)

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Placement Securities. The Private Placement Warrants included in the Private Placement Units constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are are, or will be, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares underlying issuable upon exercise of the Private Placement Warrants included in the Private Placement Units have been reserved for issuance upon the exercise of the Placement Warrants and, when issued and paid for in accordance with the terms of the Private Placement WarrantsWarrants included in the Private Placement Units and registered in the Company’s register of members, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Appears in 2 contracts

Samples: Underwriting Agreement (Legato Merger Corp. III), Underwriting Agreement (Legato Merger Corp. III)

Placement Securities. The When paid for and issued, the Placement Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof, thereof and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares underlying issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants andand upon payment of the consideration therefor, and when issued and delivered in accordance with the terms of thereof and the Placement Warrants, Warrant Agreement (as defined in Section 2.23) such Ordinary Shares will be duly and validly authorized, validly issuedissued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Appears in 2 contracts

Samples: Warrant Agreement (Spark I Acquisition Corp), Warrant Agreement (Spark I Acquisition Corp)

Placement Securities. The When issued in accordance with the terms of the Private Warrant Agreement (defined below), the Placement Warrants constitute will constitute, valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are are, or will be, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares underlying shares of Common Stock issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement Warrants, will be duly and validly authorized, validly issuedissued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Appears in 2 contracts

Samples: Underwriting Agreement (Future Health ESG Corp.), Underwriting Agreement (Future Health ESG Corp.)

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Placement Securities. 2.7.3.1 The Placement Warrants and the Representative Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are are, or will be, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares underlying shares of Common Stock issuable upon exercise of the Placement Warrants and the Representative Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued and paid for in accordance with the terms of the Placement Warrants and the Representative Warrants, respectively, will be duly and validly authorized, validly issued, fully paid and non-assessable, and ; the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Appears in 2 contracts

Samples: Underwriting Agreement (Opy Acquisition Corp. I), Underwriting Agreement (Opy Acquisition Corp. I)

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