Common use of Placement Securities Clause in Contracts

Placement Securities. 2.7.3.1. When paid for and issued, the Private Placement Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Private Placement Units are enforceable against the Company in accordance with their terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares issuable upon conversion of the Placement Share Rights have been reserved for issuance and, when issued and delivered in accordance with the terms thereof and the Rights Agreement (as defined in Section 2.23) such Ordinary Shares will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1. When The Placement Securities, when issued and paid for and issuedin accordance with the Sponsor Purchase Agreement, the Private Placement Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof thereof, and such Private Placement Units are are, or will be, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares issuable upon conversion exercise of the Placement Share Rights Warrants have been reserved for issuance and, when issued and delivered in accordance with the terms thereof of the Placement Warrants and the Rights Warrant Agreement (as defined in Section 2.23) ), such Ordinary Shares will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1. When paid for and issuedissued in accordance with the terms of the Private Warrant Agreement (defined below), the Private Placement Units Warrants will constitute constitute, valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof thereof, and such Private Placement Units are are, or will be, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares shares of Common Stock issuable upon conversion exercise of the Placement Share Rights Warrants have been reserved for issuance and, when issued and delivered in accordance with the terms thereof and of the Rights Agreement (as defined in Section 2.23) such Ordinary Shares Placement Warrants, will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1. When paid for 2.7.3.1 The Placement Units and Placement Warrants, when issued, the Private Placement Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof thereof, and such Private Placement Units are are, or will be, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. . 2.7.3.2 The Ordinary Shares shares of Common Stock issuable upon conversion exercise of the Placement Share Rights Warrants and upon separation of the Placement Units have been reserved for issuance and, when issued and delivered in accordance with the terms thereof of the Placement Warrants and the Rights Agreement (as defined in Section 2.23) such Ordinary Shares Placement Units will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1. When paid for and issued, the Private Placement Units will constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Private Placement Units are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Placement Shares, the Placement Rights and the Ordinary Shares issuable upon conversion of the Placement Share Rights have been reserved for issuance and, and when issued and delivered in accordance with the terms thereof and the Rights Agreement (as defined in Section 2.23) such Ordinary Shares will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

Placement Securities. 2.7.3.1. When paid for 2.7.3.1 The Placement Warrants and issued, the Private Placement Units will Representative Warrants constitute valid and binding obligations of the Company to issue and deliver the number and type of securities of the Company called for thereby in accordance with the terms thereof thereof, and such Private Placement Units are are, or will be, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Ordinary Shares shares of Common Stock issuable upon conversion exercise of the Placement Share Rights Warrants and the Representative Warrants have been reserved for issuance and, when issued and delivered paid for in accordance with the terms thereof of the Placement Warrants and the Rights Agreement (as defined in Section 2.23) such Ordinary Shares Representative Warrants, respectively, will be duly and validly authorized, validly issued and upon payment thereforissued, fully paid and non-assessable, and ; the holders thereof are not and will not be subject to personal liability by reason of being such holders.