Common use of The Warrant Shares Clause in Contracts

The Warrant Shares. The shares of Common Stock issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (the “Warrant Shares”) have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock Warrant Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock Warrant Shares will not be subject to personal liability by reason of being such holders; such shares of Common Stock are notWarrant Shares, and at the time such shares are issued issued, will not be, be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock Warrant Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock Ordinary Shares will not be subject to personal liability by reason of being such holders; such shares of Common Stock Ordinary Shares are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (the “Warrant Shares”) have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, the Warrant Agreement and the Warrant AgreementCharter of the Company, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock Warrant Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock Warrant Shares will not be subject to personal liability by reason of being such holders; such shares of Common Stock Warrant Shares are not, and at the time such shares are issued issued, will not be, be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock Warrant Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant AgreementAgreement and registered in the Company’s register of members, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock Ordinary Shares will not be subject to personal liability by reason of being such holders; such shares of Common Stock Ordinary Shares are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock issuable upon exercise of the Public Warrants included in the Public Units and the Private Placement Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Public Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (the “Warrant Shares”) have been duly authorized by the Company and, when issued and delivered against payment therefor by the Sponsor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock Warrant Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock Warrant Shares will not be subject to personal liability by reason of being such holders; such shares of Common Stock are notWarrant Shares, and at the time such shares are issued issued, will not be, be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock Warrant Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock issuable upon exercise of the Public Warrants included in the Public Units and the Private Placement Warrants included in the Placement Units have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Public Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (the “Warrant Shares”) have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock Warrant Shares have been duly authorized by the Company and validly reserved for issuanceissuance by the Company. The holders of such shares of Common Stock Warrant Shares will not be subject to personal liability by reason of being such holders; such shares of Common Stock are notWarrant Shares, and at the time such shares are issued issued, will not be, be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock Warrant Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (the “Warrant Shares”) have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock Warrant Shares have been duly authorized by the Company and validly reserved for issuanceissuance by the Company. The holders of such shares of Common Stock Warrant Shares will not be subject to personal liability by reason of being such holders; such shares of Common Stock are notWarrant Shares, and at the time such shares are issued issued, will not be, be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock Warrant Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock issuable upon exercise of the Warrants included in the Units and the any Public Warrants, Private Placement Warrants, Working Capital Warrants or Forward Purchase Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the terms of the applicable Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock Ordinary Shares issuable upon exercise of the Public Warrants included in the Public Units and the Private Placement Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Public Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock Ordinary Shares will not be subject to personal liability by reason of being such holders; such shares of Common Stock Ordinary Shares are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (the “Warrant Shares”) have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, delivered and will be fully paid and nonassessable; , and such shares of Common Stock Warrant Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock Warrant Shares will not be subject to personal liability by reason of being such holders; such shares of Common Stock are notWarrant Shares, and at the time such shares are issued issued, will not be, be subject to any preemptive or other similar contractual rights granted by the Company; , and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock Warrant Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant AgreementAgreement and registered in the Company’s register of members, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock Ordinary Shares will not be subject to personal liability by reason of being such holders; such shares of Common Stock Ordinary Shares are not, and at the time such shares Ordinary Shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock issuable upon exercise of the Public Warrants included in the Public Units and the Private Placement Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Public Warrants and the Private Placement Warrants, as applicable, and the Public Warrant Agreement and Private Warrant Agreement, as applicable, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant AgreementAgreements, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock Ordinary Shares will not be subject to personal liability by reason of being such holders; such shares of Common Stock Ordinary Shares are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Forward Purchase Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Forward Purchase Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock Ordinary Shares will not be subject to personal liability by reason of being such holders; such shares of Common Stock Ordinary Shares are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Common Stock issuable upon exercise of the Warrants included in the Units and the any Public Warrants, Private Placement Warrants or Working Capital Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the terms of the applicable Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock (other than such delivery at the time of issuance) has been duly and validly taken.