The Private Placement Warrants. The Private Placement Warrants to be issued and sold by the Company under the Warrant Purchase Agreement have been duly authorized by the Company and, when issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Sponsor pursuant to the Warrant Purchase Agreement, will be duly and validly issued and delivered, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
The Private Placement Warrants. The Private Placement Warrants to be issued and sold by the Company under the Private Placement Warrants Purchase Agreement have been duly authorized by the Company and, when issued and delivered in the manner set forth in the Warrant Agreement against payment therefor pursuant to the Private Placement Warrants Purchase Agreement, will be duly and validly issued and delivered, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
The Private Placement Warrants. The Private Placement Warrants to be issued and sold by the Company under the Private Placement Warrants Purchase Agreement have been duly authorized by the Company and, when issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Sponsor pursuant to the Private Placement Warrants Purchase Agreement, will be duly and validly issued and delivered, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to Enforceability Exceptions, and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
The Private Placement Warrants. The Private Placement Warrants to be issued and sold by the Company under the Warrant Subscription Agreements or the BR Purchase Agreements, as applicable, have been duly authorized by the Company and, when issued and delivered in the manner set forth in the Warrant Agreement against payment therefor pursuant to the Warrant Subscription Agreements or the BR Purchase Agreements, as applicable, will be duly and validly issued and delivered, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
The Private Placement Warrants. The Private Placement Warrants to be issued and sold by the Company under the Warrant Purchase Agreements have been duly authorized by the Company and, when issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Sponsors, NCA and NCCII Co-Invest, respectively, pursuant to their respective Warrant Purchase Agreements, will be duly and validly issued and delivered, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability; (ii) as enforceability made 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 injunction and any other forms of equitable relief may be subject to the equitable defenses and to the discretion of the courts before which any proceeding therefore may be brought, and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
The Private Placement Warrants. The Private Placement Warrants, when delivered upon consummation of the offering, will be duly executed, authenticated and issued, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principals of general applicability.
The Private Placement Warrants. The Private Placement Warrants to be issued and sold by the Company under the Private Placement Warrants Purchase Agreement have been duly authorized by the Company and, when delivered upon the consummation of the Offering, will be duly and validly issued and delivered, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and will conform to the descriptions thereof in the Registration Statement, the Package and the Prospectus.
The Private Placement Warrants. The Private Placement Warrants to be issued and sold by the Company under the Warrant Purchase Agreements have been duly authorized by the Company and, when issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Sponsor, FL Co-Investment, Intrepid Financial Partners and each independent director nominee and certain officers of the Company, respectively, pursuant to their respective Warrant Purchase Agreements, will be duly and validly issued and delivered, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to Enforceability Exceptions, and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
The Private Placement Warrants. The Private Placement Warrants to be issued and sold by the Company under the Warrant Purchase Agreement have been duly authorized by the Company and, when issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Sponsor pursuant to the Warrant Purchase Agreement, will be duly and validly issued and delivered, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to Enforceability Exceptions.
The Private Placement Warrants. The Private Placement Warrants issued and sold by the Company under the Sponsor Warrant Purchase Agreements have been duly authorized by the Company, have been duly and validly issued and delivered, and constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, and the Private Placement Warrants to be issued and sold by the Company under the Anchor Investors Warrant Purchase Agreements have been duly authorized by the Company and, when issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Anchor Investors pursuant to the Anchor Investors Warrant Purchase Agreement, will be duly and validly issued and delivered, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except in each case as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
