Common use of The Warrant Shares Clause in Contracts

The Warrant Shares. The Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement and the Amended and Restated Memorandum and Articles of Association (including the registration of the share issuance in the Company’s register of members as fully paid), will be duly and validly issued and delivered, will be fully paid and non-assessable (meaning that no additional sums may be levied in respect of such Ordinary Shares on the holder thereof by the Company); and such Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such Ordinary Shares will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken including in accordance with the Amended and Restated Memorandum and Articles of Association of the Company.

The Warrant Shares. The Ordinary Shares issuable upon exercise of the Warrants included in the Units Units, the Forward Purchase Warrants and the Private Placement Warrants have been duly authorized by the Company and, when issued and delivered by registering such Ordinary Shares in the register of members of the Company against payment therefor pursuant to the Warrants, the Forward Purchase Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement and the Amended and Restated Memorandum and Articles of Association (including the registration of the share issuance in the Company’s register of members as fully paid)Agreement, will be duly and validly issued and delivered, will be fully paid and non-assessable (meaning that no additional sums may be levied in respect of such Ordinary Shares on the holder thereof by the Company)nonassessable; and such Ordinary Shares have been duly authorized by the Company and validly reserved for issuance. The holders of such Ordinary Shares will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Ordinary Shares (other than such delivery at the time of issuance) has been duly and validly taken including in accordance with the Amended and Restated Memorandum and Articles of Association of the Companytaken.