Placement Securities. 2.7.3.1 The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Purchase Agreements, will be validly issued; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Securities has been duly and validly taken.
Appears in 18 contracts
Sources: Underwriting Agreement (Spring Valley Acquisition Corp. III), Underwriting Agreement (AParadise Acquisition Corp.), Underwriting Agreement (AParadise Acquisition Corp.)
Placement Securities. 2.7.3.1 The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Purchase Agreements, will be validly issued; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Securities has been duly and validly taken.
Appears in 11 contracts
Sources: Underwriting Agreement (Emmis Acquisition Corp.), Underwriting Agreement (Hall Chadwick Acquisition Corp), Underwriting Agreement (CSLM Digital Asset Acquisition Corp III, LTD)
Placement Securities. 2.7.3.1 The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Private Units Purchase AgreementsAgreement, will be validly issued; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Securities has been duly and validly taken.
Appears in 4 contracts
Sources: Underwriting Agreement (BoluoC Acquisition Corp), Underwriting Agreement (Miluna Acquisition Corp), Underwriting Agreement (BM Acquisition Corp.)
Placement Securities. 2.7.3.1 The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Warrant Purchase AgreementsAgreement, will be validly issued; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Securities has been duly and validly taken.
Appears in 3 contracts
Sources: Underwriting Agreement (Vendome Acquisition Corp I), Underwriting Agreement (Vendome Acquisition Corp I), Underwriting Agreement (Vendome Acquisition Corp I)
Placement Securities. 2.7.3.1 a. The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Purchase Agreements, will be validly issued; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Securities has been duly and validly taken.
Appears in 2 contracts
Sources: Underwriting Agreement (Columbus Circle Capital Corp. I), Underwriting Agreement (Columbus Circle Capital Corp. I)