Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 1232 contracts
Sources: Warrant Agreement (Terrestrial Energy Inc.), Warrant Agreement (FG Merger III Corp.), Warrant Agreement (FG Merger III Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 534 contracts
Sources: Warrant Agreement (Globa Terra Acquisition Corp), Warrant Agreement (Vendome Acquisition Corp I), Warrant Agreement (Cohen Circle Acquisition Corp. II)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 464 contracts
Sources: Warrant Agreement (BoluoC Acquisition Corp), Warrant Agreement (Origin Investment Corp I), Warrant Agreement (EQV Ventures Acquisition Corp. II)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 382 contracts
Sources: Warrant Agent Agreement (Zion Oil & Gas Inc), Warrant Agent Agreement (Zion Oil & Gas Inc), Warrant Agent Agreement (Zion Oil & Gas Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallwill, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 256 contracts
Sources: Warrant Agreement (Mission Control Acquisition Corp.), Warrant Agreement (Ignyte Acquisition Corp.), Warrant Agreement (HNR Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 186 contracts
Sources: Warrant Agreement (Cano Health, Inc.), Warrant Agreement (dMY Squared Technology Group, Inc.), Warrant Agreement (dMY Squared Technology Group, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Class A Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 150 contracts
Sources: Warrant Agreement (Galata Acquisition Corp. II), Warrant Agreement (Trailblazer Acquisition Corp.), Warrant Agreement (Evolution Global Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, Ordinary Shares will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 122 contracts
Sources: Warrant Agreement (Cartesian Growth Corp II), Warrant Agreement (Cartesian Growth Corp II), Warrant Agreement (Cartesian Growth Corp II)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessable.
Appears in 119 contracts
Sources: Warrant Agreement (Ribbon Communications Inc.), Warrant Agreement (Ribbon Communications Inc.), Warrant Agreement (Mana Capital Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 109 contracts
Sources: Warrant Agency Agreement (Pulse Biosciences, Inc.), Warrant Agency Agreement (Bio Key International Inc), Warrant Agency Agreement (OptiNose, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallOrdinary Shares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 102 contracts
Sources: Warrant Agreement (OTG Acquisition Corp. I), Warrant Agreement (Talon Capital Corp.), Warrant Agreement (Meshflow Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 64 contracts
Sources: Warrant Agreement (Cleanspark, Inc.), Warrant Agreement (Cleanspark, Inc.), Warrant Agent Agreement (180 Life Sciences Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 63 contracts
Sources: Warrant Agency Agreement (La Rosa Holdings Corp.), Warrant Agency Agreement (La Rosa Holdings Corp.), Warrant Agent Agreement (Intensity Therapeutics, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 54 contracts
Sources: Warrant Agreement (Viking Acquisition Corp I), Warrant Agreement (Churchill Capital Corp X/Cayman), Warrant Agreement (Churchill Capital Corp X/Cayman)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, Ordinary Shares will when issued, issued be valid and fully paid and non-assessable.
Appears in 44 contracts
Sources: Warrant Agreement (EUDA Health Holdings LTD), Warrant Agreement (Americas Technology Acquisition Corp.), Warrant Agreement (Americas Technology Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 42 contracts
Sources: Warrant Agreement (Ftac Zeus Acquisition Corp.), Warrant Agreement (FTAC Emerald Acquisition Corp.), Warrant Agreement (Ftac Zeus Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; , nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 40 contracts
Sources: Private Warrant Agreement (Stillwater Growth Corp. I), Public Warrant Agreement (Stillwater Growth Corp. I), Private Warrant Agreement (KnightSwan Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A common stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Class A common stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 37 contracts
Sources: Warrant Agreement (Arena Fortify Acquisition Corp.), Private Placement Warrants Purchase Agreement (Avalon Acquisition Inc.), Warrant Agreement (Avalon Acquisition Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A ordinary shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any Class A ordinary shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 36 contracts
Sources: Warrant Agreement (LIV Capital Acquisition Corp. II), Warrant Agreement (LIV Capital Acquisition Corp. II), Warrant Agreement (LIV Capital Acquisition Corp. II)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallWarrant Shares, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 32 contracts
Sources: Warrant Agreement (Blue Sphere Corp.), Series B Warrant Agreement (InspireMD, Inc.), Warrant Agreement (InspireMD, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 29 contracts
Sources: Warrant Agreement (HCM Acquisition Corp), Warrant Agreement (HCM Acquisition Corp), Warrant Agreement (HCM Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A ordinary shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any Class A ordinary shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 28 contracts
Sources: Assignment, Assumption and Amendment Agreement (Generation Essentials Group), Warrant Agreement (Generation Essentials Group), Warrant Agreement (Black Spade Acquisition II Co)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 26 contracts
Sources: Warrant Agreement (ProFrac Holding Corp.), Warrant Agreement (ProFrac Holding Corp.), Warrant Agreement (U.S. Well Services, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A ordinary shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any Class A ordinary shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 26 contracts
Sources: Warrant Agreement (OpSec Holdings), Warrant Agreement (OpSec Holdings), Assignment, Assumption and Amendment Agreement (VinFast Auto Ltd.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature hereof and thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shallWarrant Shares will, when issued, be valid validly issued and fully paid and non-assessablenonassessable.
Appears in 25 contracts
Sources: Warrant Agency Agreement (Advaxis, Inc.), Warrant Agency Agreement (Advaxis, Inc.), Warrant Agency Agreement (Advaxis, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make calculations under Section 3.3.8 or any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 23 contracts
Sources: Warrant Agreement (Mawson Infrastructure Group Inc.), Warrant Agreement (Gaucho Group Holdings, Inc.), Warrant Agreement (Vislink Technologies, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 22 contracts
Sources: Warrant Agreement (Amprius Technologies, Inc.), Warrant Agreement (Kensington Capital Acquisition Corp. IV), Warrant Agreement (DTRT Health Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 22 contracts
Sources: Warrant Agreement (Revolution Medicines, Inc.), Warrant Agreement (Bright Lights Parent Corp.), Warrant Agreement (AdMY Technology Group, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallClass A Ordinary Shares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 21 contracts
Sources: Warrant Agreement (Mission Space Acquisition Corp.), Warrant Agreement (Blue World Acquisition Corp), Warrant Agreement (Ledger Acquisition Co)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issuedupon registration in the Register of Members of the Company, be valid and fully paid and non-assessablenonassessable.
Appears in 21 contracts
Sources: Warrant Agreement (SHUAA Partners Acquisition Corp I), Warrant Agreement (SHUAA Partners Acquisition Corp I), Warrant Agreement (EVe Mobility Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Class A Ordinary Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 18 contracts
Sources: Warrant Agreement (Spring Valley Acquisition Corp. III), Warrant Agreement (Spring Valley Acquisition Corp. III), Warrant Agreement (Plum Acquisition Corp, IV)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 17 contracts
Sources: Warrant Agreement (Heartland Media Acquisition Corp.), Warrant Agreement (Heartland Media Acquisition Corp.), Warrant Agreement (Nabors Energy Transition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement Agreement, the Amended and Restated Memorandum and Articles of Association of the Company, or any Warrant or as to whether any shares of Common Stock shallShares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 16 contracts
Sources: Warrant Agreement (Forest Acquisition Corp.), Warrant Agreement (Golden Star Acquisition Corp), Warrant Agreement (Forest Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof)Warrant. The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 5 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 16 contracts
Sources: Warrant Agreement (Civitas Resources, Inc.), Warrant Agreement (Civitas Resources, Inc.), Warrant Agreement (Bonanza Creek Energy, Inc.)
Exclusions. The Warrant Agent shall have no responsibility respons-ibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation represen-tation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 15 contracts
Sources: Warrant Agreement (Symphony Acquisition Corp.), Warrant Agreement (Staccato Acquisition Corp.), Warrant Agreement (Staccato Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 14 contracts
Sources: Warrant Agency Agreement (Giggles N' Hugs, Inc.), Warrant Agency Agreement (Giggles N' Hugs, Inc.), Warrant Agency Agreement (Reed's, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A ordinary shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any Class A ordinary shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessable.
Appears in 13 contracts
Sources: Warrant Agreement (Tiga Acquisition Corp.), Warrant Agreement (Tiga Acquisition Corp. II), Warrant Agreement (Tiga Acquisition Corp. III)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 Article IV hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 12 contracts
Sources: Warrant Agreement (Nikola Corp), Warrant Agreement (Apex Technology Acquisition Corp. II), Warrant Agreement (USHG Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 12 contracts
Sources: Warrant Agreement (Greenfire Resources Ltd.), Warrant Agreement (Greenfire Resources Ltd.), Warrant Agreement (Greenfire Resources Ltd.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of the Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of the Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 11 contracts
Sources: Warrant Agreement (RLJ Entertainment, Inc.), Warrant Agreement (RLJ Acquisition, Inc.), Warrant Agreement (RLJ Acquisition, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 11 contracts
Sources: Warrant Agreement (InterPrivate III Financial Partners Inc.), Warrant Agreement (Logistics Innovation Technologies Corp.), Warrant Agreement (Logistics Innovation Technologies Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 10 contracts
Sources: Warrant Agreement (Seanergy Maritime Holdings Corp.), Warrant Agreement (Seanergy Maritime Holdings Corp.), Warrant Agreement (Seanergy Maritime Holdings Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Class A Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 10 contracts
Sources: Warrant Assignment, Assumption and Amendment Agreement (Webull Corp), Warrant Agreement (Webull Corp), Warrant Assignment, Assumption and Amendment Agreement (SK Growth Opportunities Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issuedupon registration in the Register of Members of the Company, be valid and fully paid and non-assessable.
Appears in 10 contracts
Sources: Private Warrant Agreement (Andretti Acquisition Corp.), Public Warrant Agreement (Andretti Acquisition Corp.), Public Warrant Agreement (Andretti Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 9 contracts
Sources: Warrant Agreement (SMG Indium Resources Ltd.), Warrant Agreement (SMG Indium Resources Ltd.), Warrant Agreement (SMG Indium Resources Ltd.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A ordinary shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any Class A ordinary shares of Common Stock shallwill, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 9 contracts
Sources: Warrant Agreement (AEI CapForce II Investment Corp), Warrant Agreement (Evergreen Corp), Warrant Agreement (Technology & Telecommunication Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 Article V hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallWarrant Shares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 8 contracts
Sources: Common Stock Warrant Agreement, Common Stock Warrant Agreement (BioScrip, Inc.), Common Stock Warrant Agreement (BioScrip, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement Agreement, the Amended and Restated Memorandum and Articles of Association of the Company or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 8 contracts
Sources: Agreement and Plan of Merger (Cartica Acquisition Corp), Warrant Agreement (Cartica Acquisition Corp), Warrant Agreement (Medicus Sciences Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 Article IV hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 8 contracts
Sources: Warrant Agreement (Spark I Acquisition Corp), Warrant Agreement (Spark I Acquisition Corp), Warrant Agreement (Spark I Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement Agreement, or any Warrant or as to whether any shares of Common Stock shallOrdinary Shares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 8 contracts
Sources: Warrant Agreement (Keen Vision Acquisition Corp.), Warrant Agreement (Keen Vision Acquisition Corp.), Warrant Agreement (Keen Vision Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallOrdinary Shares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 8 contracts
Sources: Warrant Agreement (Tavia Acquisition Corp.), Warrant Agreement (Translational Development Acquisition Corp.), Warrant Agreement (Energy Cloud I Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 8 contracts
Sources: Warrant Agreement (Helius Medical Technologies, Inc.), Warrant Agreement (Helius Medical Technologies, Inc.), Warrant Agreement (Miluna Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make calculations under 3.3.8 or any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 7 contracts
Sources: Warrant Agreement (Pluristem Therapeutics Inc), Warrant Agreement (Cleveland Biolabs Inc), Warrant Agreement (Pluristem Therapeutics Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A Common Stock shallwill, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 7 contracts
Sources: Warrant Agreement (Noble Education Acquisition Corp.), Warrant Agreement (Noble Education Acquisition Corp.), Warrant Agreement (Noble Education Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, Ordinary Shares will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 7 contracts
Sources: Warrant Agreement (Spring Creek Acquisition Corp.), Warrant Agreement (Spring Creek Acquisition Corp.), Warrant Agreement (Spring Creek Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; , nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 7 contracts
Sources: Warrant Agreement (CC Neuberger Principal Holdings II), Warrant Agreement (CC Neuberger Principal Holdings II), Warrant Agreement (Sustainable Opportunities Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature hereof and thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, Warrant Shares will when issued, issued be valid validly issued and fully paid and non-assessablenonassessable.
Appears in 7 contracts
Sources: Warrant Agreement (ENDRA Life Sciences Inc.), Warrant Agreement (ENDRA Life Sciences Inc.), Warrant Agreement (ENDRA Life Sciences Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 6 contracts
Sources: Warrant Agreement (Dorchester Capital Acquisition Corp.), Warrant Agreement (Dorchester Capital Acquisition Corp.), Warrant Agreement (Black Mountain Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A Common Stock shall, when issued, be valid and valid, fully paid and non-assessable.
Appears in 6 contracts
Sources: Warrant Agreement (Beard Energy Transition Acquisition Corp.), Warrant Agreement (Beard Energy Transition Acquisition Corp.), Warrant Agreement (Beard Energy Transition Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A common stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallClass A common stock will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 6 contracts
Sources: Warrant Agreement (Mobiv Acquisition Corp), Warrant Agreement (Mobiv Acquisition Corp), Warrant Agreement (Canna-Global Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 6 contracts
Sources: Warrant Agreement (AMCI Acquisition Corp. II), Warrant Agreement (AMCI Acquisition Corp. II), Warrant Agreement (AMCI Acquisition Corp. II)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Founder Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Founder Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Founder Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 6 contracts
Sources: Founder Warrant Agreement, Warrant Agreement (Westway Group, Inc.), Warrant Agreement (Shermen WSC Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement Agreement, or any Warrant or as to whether any shares of Common Stock shallShares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 6 contracts
Sources: Warrant Agreement (Plutonian Acquisition Corp.), Warrant Agreement (Plutonian Acquisition Corp.), Warrant Agreement (Aquaron Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, Ordinary Shares will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 6 contracts
Sources: Warrant Agreement (Union Acquisition Corp.), Warrant Agreement (Union Acquisition Corp.), Warrant Agreement (Union Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 5 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 6 contracts
Sources: Warrant Agreement (Urgent.ly Inc.), Warrant Agreement (Alpha Tau Medical Ltd.), Warrant Agreement (Healthcare Capital Corp/De)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; , nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 6 contracts
Sources: Private Warrant Agreement (Bleuacacia LTD), Public Warrant Agreement (Bleuacacia LTD), Private Warrant Agreement (Bleuacacia LTD)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallWarrant Shares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 5 contracts
Sources: Warrant Agreement (Lm Funding America, Inc.), Warrant Agreement (Lm Funding America, Inc.), Warrant Agreement (OXBRIDGE RE HOLDINGS LTD)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shall, Shares will when issued, issued be valid and fully paid and non-assessable.
Appears in 5 contracts
Sources: Warrant Agreement (Bellevue Life Sciences Acquisition Corp.), Warrant Agreement (Bellevue Life Sciences Acquisition Corp.), Warrant Agreement (Bellevue Life Sciences Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares A to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares A shall, when issued, be valid and fully paid and non-assessable.
Appears in 5 contracts
Sources: Warrant Agreement (Lilium N.V.), Warrant Agreement (Lilium N.V.), Warrant Agreement (Lilium N.V.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, Class A Ordinary Shares will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 5 contracts
Sources: Warrant Agreement (Edoc Acquisition Corp.), Warrant Agreement (Edoc Acquisition Corp.), Warrant Agreement (Edoc Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Share to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallOrdinary Share will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 5 contracts
Sources: Warrant Agreement (Andina Acquisition Corp), Warrant Agreement (Andina Acquisition Corp), Warrant Agreement (Andina Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature hereof and thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallWarrant Shares will, when issued, be valid and duly authorized, validly issued, fully paid and non-assessablenonassessable.
Appears in 5 contracts
Sources: Warrant Agreement (NXT-Id, Inc.), Warrant Agreement (NXT-Id, Inc.), Warrant Agency Agreement (Genspera Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallwill, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 5 contracts
Sources: Warrant Agreement (Modiv Acquisition Corp.), Warrant Agreement (Modiv Acquisition Corp.), Warrant Agreement (International Media Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, following the necessary updates to the Register of Members of the Company, be valid and fully paid and non-assessable.
Appears in 5 contracts
Sources: Warrant Agreement (ECARX Holdings Inc.), Warrant Agreement (COVA Acquisition Corp.), Warrant Agreement (COVA Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares A to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares A shall, when issued, be valid and fully paid and non-assessable.
Appears in 5 contracts
Sources: Warrant Agreement (Lilium N.V.), Warrant Agreement (Lilium N.V.), Warrant Agreement (Lilium N.V.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make calculations under Section 3.3.8 or any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Sources: Warrant Agency Agreement (Fat Brands, Inc), Warrant Agency Agreement (Fat Brands, Inc), Warrant Agency Agreement (Fat Brands, Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 4 contracts
Sources: Warrant Assignment, Assumption and Amended & Restated Agreement (Taboola.com Ltd.), Warrant Agreement (ION Acquisition Corp 3 Ltd.), Warrant Agreement (One Madison Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock shallwill when issued be duly authorized, when validly issued, be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Sources: Warrant Agreement (Alpha Security Group CORP), Warrant Agreement (Alpha Security Group CORP), Warrant Agreement (Alpha Security Group CORP)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it (i) be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not ; (ii) be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it (iii) by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallOrdinary Shares will, when issued, be valid and valid, fully paid and non-assessable.
Appears in 4 contracts
Sources: Warrant Agreement (Asia Special Situation Acquisition Corp), Warrant Agreement (Asia Special Situation Acquisition Corp), Warrant Agreement (Asia Special Situation Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Sources: Warrant Agreement (Lux Health Tech Acquisition Corp.), Warrant Agreement (Lux Health Tech Acquisition Corp.), Warrant Agreement (Lux Health Tech Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A common stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Class A common stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 4 contracts
Sources: Warrant Agreement (LF Capital Acquisition Corp. II), Warrant Agreement (LF Capital Acquisition Corp. II), Warrant Agreement (LF Capital Acquisition Corp. II)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Series B Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Series B Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 Article V hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares to be issued pursuant to this Agreement or any Series B Warrant or as to whether any shares of Common Stock shallWarrant Shares will, when issued, be valid and fully paid and non-assessable.
Appears in 4 contracts
Sources: Common Stock Warrant Agreement, Common Stock Warrant Agreement (Kingsway Financial Services Inc), Common Stock Warrant Agreement (Kingsway Financial Services Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any Warrant or as to whether any shares of Common Stock shallShares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Sources: Warrant Agreement (Goldenstone Acquisition Ltd.), Warrant Agreement (Goldenstone Acquisition Ltd.), Warrant Agreement (Goldenstone Acquisition Ltd.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Class A Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 4 contracts
Sources: Warrant Agreement (Growth for Good Acquisition Corp), Warrant Agreement (Growth for Good Acquisition Corp), Warrant Agreement (Growth for Good Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any ordinary shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any ordinary shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 4 contracts
Sources: Warrant Agreement (AI Transportation Acquisition Corp), Warrant Agreement (AI Transportation Acquisition Corp), Warrant Agreement (Distoken Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Public Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Public Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Public Warrant or as to whether any shares of Common Stock shallwill, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Sources: Warrant Agreement (Future Health ESG Corp.), Warrant Agreement (Future Health ESG Corp.), Warrant Agreement (Future Health ESG Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 Article V hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 4 contracts
Sources: Warrant Agreement (Vertex Energy Inc.), Warrant Agreement (Vertex Energy Inc.), Warrant Agreement (Vertex Energy Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Private Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Private Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Private Warrant or as to whether any shares of Common Stock shallwill, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Sources: Warrant Agreement (Future Health ESG Corp.), Warrant Agreement (Future Health ESG Corp.), Warrant Agreement (Future Health ESG Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company Corporation of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Sources: Warrant Agreement, Warrant Agreement (Modern Media Acquisition Corp.), Warrant Agreement (Modern Media Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 4 contracts
Sources: Warrant Agreement (Prime Number Acquisition I Corp.), Warrant Agreement (Prime Number Acquisition I Corp.), Warrant Agreement (Prime Number Acquisition I Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company Corporation of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Sources: Warrant Agreement (Boxwood Merger Corp.), Warrant Agreement (Boxwood Merger Corp.), Warrant Agreement (Boxwood Merger Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company Shelf of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
Appears in 3 contracts
Sources: Warrant Agreement (Nextnav Inc.), Warrant Agreement (Nextnav Inc.), Warrant Agreement (Spartacus Acquisition Shelf Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Class A Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 3 contracts
Sources: Warrant Agreement (Finnovate Acquisition Corp.), Warrant Agreement (Finnovate Acquisition Corp.), Warrant Agreement (Finnovate Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company Parent of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Parent Class A Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shallParent Class A Ordinary Shares will, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Sources: Warrant Agreement (Fusion Fuel Green PLC), Warrant Agreement (Fusion Fuel Green PLC), Warrant Agreement (Fusion Fuel Green PLC)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof of this Agreement or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, such Shares will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Sources: Warrant Agreement (Union Street Acquisition Corp.), Warrant Agreement (Union Street Acquisition Corp.), Warrant Agreement (Union Street Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, Ordinary Shares will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Sources: Warrant Agreement (SMX (Security Matters) Public LTD Co), Warrant Agreement (SMX (Security Matters) Public LTD Co), Warrant Agreement (Troops, Inc. /Cayman Islands/)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Sources: Warrant Agreement (Rose Hill Acquisition Corp), Warrant Agreement (Rose Hill Acquisition Corp), Warrant Agreement (L Catterton Latin America Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Share to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
Appears in 3 contracts
Sources: Subscription Agreement (Act II Global Acquisition Corp.), Warrant Agreement (Act II Global Acquisition Corp.), Warrant Agreement (Act II Global Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agency Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent ; nor shall not it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agency Agreement or in any Warrant. The Warrant Agent ; nor shall not it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agency Agreement or any Warrant or as to whether any shares of Common Stock shall, will when issued, issued be valid and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Sources: Warrant Agency Agreement (Accelerate Diagnostics, Inc), Warrant Agency Agreement (Accelerate Diagnostics, Inc), Warrant Agency Agreement (Accelerate Diagnostics, Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 5 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock Shares shall, when issued, be valid and fully paid and non-assessablenonassessable.
Appears in 3 contracts
Sources: Warrant Agreement (Modern Media Acquisition Corp. S.A.), Warrant Agreement (Modern Media Acquisition Corp.), Warrant Agreement (Modern Media Acquisition Corp. S.A.)