Common use of The Warrant Shares Clause in Contracts

The Warrant Shares. The Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (collectively, 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 and registered in the Company’s register of members, will be duly and validly issued and delivered and will be fully paid and nonassessable, and such Warrant Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Shares will not be subject to personal liability by reason of being such holders; such Warrant 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 Warrant Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The shares of Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (collectively, 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 and registered in the Company’s register of membersAgreement, will be duly and validly issued and delivered and delivered, will be fully paid and nonassessable, ; and such Warrant shares of Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant shares of Ordinary Shares will not be subject to personal liability by reason of being such holders; such Warrant shares of 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 Warrant shares of Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants included in the Units and Units, the Private Placement Warrants (collectively, and the “Warrant Shares”) Forward Purchase Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants, the Private Placement Warrants and the Private Placement Forward Purchase Warrants, as applicable, and the Warrant Agreement and registered in the Company’s register of membersAgreement, will be duly and validly issued and delivered and delivered, will be fully paid and nonassessable, ; and such Warrant Shares shares of Common Stock have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Shares shares of Common Stock will not be subject to personal liability by reason of being such holders; such Warrant Shares 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 Warrant Shares shares of Common Stock (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The Ordinary Shares issuable upon exercise of the Warrants included in the Units and Units, the Private Placement Warrants (collectively, the “Warrant Shares”) Working Capital Warrants and the Extension Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants, the Private Placement Warrants, the Working Capital Warrants and the Private Placement Extension Warrants, as applicable, and the Warrant Agreement and registered in the Company’s register of members, will be duly and validly issued and delivered and delivered, will be fully paid and nonassessable, ; and such Warrant Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Ordinary Shares will not be subject to personal liability by reason of being such holders; such Warrant 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 Warrant Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (collectively, the “Warrant Shares”) have been duly authorized by the Company and, when issued and delivered by registering such Ordinary Shares in the register of members of the Company against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement and registered in the Company’s register of membersAgreement, will be duly and validly issued and delivered and delivered, will be fully paid and nonassessable, ; and such Warrant Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Ordinary Shares will not be subject to personal liability by reason of being such holders; such Warrant 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 Warrant Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The Ordinary Shares issuable upon exercise of the Warrants included in the Units and Units, in the Private Placement Warrants (collectively, and in the “Warrant Shares”) Forward Purchase Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants, the Private Placement Warrants and the Private Placement Forward Purchase Warrants, as applicable, and the Warrant Agreement and registered in the Amended and Restated Memorandum and Articles of Association of the Company’s register of members, will be duly and validly issued and delivered and issued, will be fully paid and nonassessable, ; and such Warrant Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Ordinary Shares will not be subject to personal liability by reason of being such holders; such Warrant 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 Warrant Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The Ordinary Shares issuable upon exercise of the Warrants included in the Units and Units, the Private Placement Warrants (collectively, the “Warrant Shares”) or Forward Purchase Warrants have been duly authorized by the Company and, when issued and delivered by registering such Ordinary Shares in the register of members of the Company against payment therefor pursuant to the Warrants and terms of the Warrants, the Private Placement Warrants, or the Forward Purchase Warrants, as applicable, and the Warrant Agreement and registered in the Company’s register of membersAgreement, will be duly and validly issued and delivered and delivered, will be fully paid and nonassessable, ; and such Warrant Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Ordinary Shares will not be subject to personal liability by reason of being such holders; such Warrant 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 Warrant Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The Ordinary Shares shares of Common Stock issuable upon exercise of the Public Warrants included in the Public Units and the Private Placement Warrants (collectively, the “Warrant Shares”) 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 and registered in the Company’s register of membersAgreement, will be duly and validly issued and delivered and delivered, will be fully paid and nonassessablenonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Schedule and the Prospectus; and such Warrant Shares shares of Common Stock have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Shares shares of Common Stock will not be subject to personal liability by reason of being such holders; such Warrant Shares 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 Warrant Shares shares of Common Stock (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (collectively, 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 and registered in the Amended and Restated Memorandum and Articles of Association of the Company’s register of members, will be duly and validly issued and delivered and delivered, will be fully paid and nonassessable, ; and such Warrant Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Shares will not be subject to personal liability by reason of being such holders; such 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 Warrant Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (collectively, 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 and registered in the Amended and Restated Memorandum and Articles of Association of the Company’s register of members, will be duly and validly issued and delivered and delivered, will be fully paid and nonassessable, ; and such Warrant Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Ordinary Shares will not be subject to personal liability by reason of being such holders; such Warrant 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 Warrant Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (collectively, 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 and registered in the Company’s register of members, will be duly and validly issued and delivered and delivered, will be fully paid and nonassessable, ; and such Warrant Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Ordinary Shares will not be subject to personal liability by reason of being such holders; such Warrant 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 Warrant Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants included in the Units and the Units, Private Placement Warrants (collectively, and the “Warrant Shares”) Forward Purchase Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants, Private Placement Warrants and the Private Placement Forward Purchase Warrants, as applicable, and the Warrant Agreement and registered in the Company’s register of membersAgreement, will be duly and validly issued and delivered and delivered, will be fully paid and nonassessable, ; and such Warrant Shares shares of Common Stock have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Shares shares of Common Stock will not be subject to personal liability by reason of being such holders; such Warrant Shares 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 Warrant Shares shares of Common Stock (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (collectively, 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 and registered in the Company’s register of membersAgreement, will be duly and validly issued and delivered and delivered, will be fully paid and nonassessable, ; and such Warrant Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Shares will not be subject to personal liability by reason of being such holders; such Warrant Shares are notShares, 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 Warrant Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (collectively, the “Warrant Shares”) 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 and registered in the Company’s register of membersAgreement, will be duly and validly issued and delivered and delivered, will be fully paid and nonassessable, non-assessable; and such Warrant Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Ordinary Shares will not be subject to personal liability by reason of being such holders; such Warrant 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 Warrant Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The Class A Ordinary Shares issuable upon exercise of the Warrants included in the Units and Units, the Private Placement Warrants (collectively, and the “Warrant Shares”) Forward Purchase Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and Warrants, the Private Placement Warrants or the Forward Purchase Warrants, as applicable, and the Warrant Agreement and registered in the Company’s register of membersAgreement, will be duly and validly issued and delivered and delivered, will be fully paid and nonassessable, ; and such Warrant Class A Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Class A Ordinary Shares will not be subject to personal liability by reason of being such holders; such Warrant Class A 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 Warrant Class A Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken.

The Warrant Shares. The Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants (collectively, and upon the “Warrant Shares”) conversion of any Initial Stockholder Loan Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants, the Private Placement Warrants and the Private Placement Initial Stockholder Loan Warrants, as applicable, and the Warrant Agreement and registered in the Company’s register of membersAgreement, will be duly and validly issued and delivered and delivered, will be fully paid and nonassessable, ; and such Warrant Shares shares of Common Stock have been duly authorized by the Company and validly reserved for issuance. The holders of such Warrant Shares shares of Common Stock will not be subject to personal liability by reason of being such holders; such Warrant Shares 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 Warrant Shares shares of Common Stock (other than such delivery at the time of issuance) has been duly and validly taken.