Common use of Placement Securities Clause in Contracts

Placement Securities. 2.7.3.1 The Placement Units, the Placement Warrants and the warrants underlying the Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and 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 Placement Shares and the shares of Common Stock issuable upon exercise of the warrants underlying the Placement Units have been reserved for issuance and, when issued in accordance with the terms of the Placement Units, the Placement Warrants or the warrants underlying the Placement Units, respectively, will be duly and validly authorized, validly issued 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.

Placement Securities. 2.7.3.1 The Placement Units, the Private Placement Warrants and the warrants underlying the Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and 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 Placement Class A Ordinary Shares and the shares of Common Stock issuable upon exercise of the warrants Private Placement Warrants underlying the Private Placement Units have been reserved for issuance and, when issued in accordance with the terms of the Placement Units, the Private Placement Warrants or the warrants underlying the Private Placement Units, respectivelyUnits and registered in the Company’s register of members, will be duly and validly authorized, validly issued 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.

Placement Securities. 2.7.3.1 The Placement UnitsWarrants constitute, the Placement Warrants and the warrants underlying the Placement Forward Purchase Units constitute will constitute, valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and 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 Placement Ordinary Shares and the shares of Common Stock issuable upon exercise of the Placement Warrants and the warrants underlying included in the Placement Forward Purchase Units (“Forward Purchase Warrants”) have been reserved for issuance and, when issued in accordance with the terms of the Placement Units, the Placement Warrants or the warrants underlying the Placement Units, respectivelyWarrants, will be duly and validly authorized, validly issued 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. The Ordinary Shares underlying the Forward Purchase Units (including the Ordinary Shares issuable upon exercise of the Forward Purchase Warrants) have been reserved for issuance and, when issued in accordance with the terms of the Forward Purchase Agreement, will be duly and validly authorized, validly issued and 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.

Placement Securities. 2.7.3.1 The Placement Units2.7.3.1. When paid for and issued, the Placement Warrants and the warrants underlying the Placement Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof, thereof and are, or will be, 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 Placement Ordinary Shares and the shares of Common Stock issuable upon exercise of the warrants underlying the Placement Units Warrants have been reserved for issuance andupon the exercise of the Placement Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms of thereof and the Placement Units, the Placement Warrants or the warrants underlying the Placement Units, respectively, Warrant Agreement (as defined in Section 2.23) such Ordinary Shares will be duly and validly authorized, validly issued 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...

Placement Securities. 2.7.3.1 The Placement Units2.7.3.1. When paid for and issued, the Placement Warrants and the warrants underlying the Placement Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof, thereof and are, or will be, 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 Placement Ordinary Shares and the shares of Common Stock issuable upon exercise of the warrants underlying the Placement Units Warrants have been reserved for issuance andupon the exercise of the Placement Warrants and upon payment of the consideration therefor, and when issued and delivered in accordance with the terms of thereof and the Placement Units, the Placement Warrants or the warrants underlying the Placement Units, respectively, Warrant Agreement (as defined in Section 2.23) such Ordinary Shares will be duly and validly authorized, validly issued 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.

Placement Securities. 2.7.3.1 The Private Placement UnitsWarrants, when issued and delivered against payment therefor by the Placement Warrants Sponsor pursuant to the Warrant Purchase Agreement and the warrants underlying the Placement Units Warrant Agreement, will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, 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 Placement Shares and the shares of Common Stock Class A common stock issuable upon exercise of the warrants underlying the Private Placement Units Warrants have been reserved for issuance andupon the exercise of the Private Placement Warrants and upon payment of the consideration therefor pursuant to the Private Placement Warrants, the Purchase Agreement and the Warrant Agreement, and when issued in accordance with the terms thereof such shares of the Placement Units, the Placement Warrants or the warrants underlying the Placement Units, respectively, Class A common stock will be duly and validly authorized, validly issued and upon payment thereforissued, 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.