Common use of Transactions Contemplated Herein Clause in Contracts

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities and Founder Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities and Representative’s Founder Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities and Securities, Founder Shares (including the Representative’s Shares) and EBC Founder Shares and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws laws, the rules of the Nasdaq Stock Market (“NASDAQ”) and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement the Transaction Documents and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith and therewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale sale, and delivery, of the Public Securities, Private Securities and Founder Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities and Securities, Founder Shares (including and the Representative’s Shares) Shares and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, and orders required in connection therewith herewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency agency, or other body, foreign or domestic, is required for the valid issuance, sale sale, and delivery, of the Public Securities, Private Securities and Founder Shares (including the Representative’s Shares) Private Units and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus General Disclosure Package, and Prospectus, except with respect to applicable foreign, federal federal, and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith herewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities and Founder Shares (including the Representative’s Shares) Unit Private Placement Securities and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith herewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities (other than the Class A Shares underlying the warrants) and Founder Shares (including the Representative’s Shares) Placement Warrants and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith herewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities (other than the shares of Common Stock underlying the warrants) and Founder Shares (including the Representative’s Shares) Placement Warrants and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities and Founder Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by this Agreement, the Transaction Documents Warrant Agreement, the Trust Agreement, the Registration Rights Agreement and the Subscription Agreements and as contemplated by the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities and Founder Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by this Agreement, the Transaction Documents Warrant Agreement, the Trust Agreement, the Registration Rights Agreement and the Subscription Agreement and as contemplated by the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities Securities, Insider Shares and EBC Founder Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws laws, the rules of the Nasdaq Stock Market (“Nasdaq”) and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, and orders required in connection therewith herewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency agency, or other body, foreign or domestic, is required for the valid issuance, sale sale, and delivery, of the Public Securities, the Private Securities and Founder Shares (including Warrants or the Representative’s Shares) and Shares or the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus Prospectus, and Prospectus, except for those that have been obtained and with respect to applicable foreign, federal federal, and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities and Warrants, Founder Shares (including the Representative’s Shares) and EBC Founder Shares and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws laws, the rules of the Nasdaq Stock Market (“NASDAQ”) and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, and orders required in connection therewith herewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency agency, or other body, foreign or domestic, is required for the valid issuance, sale sale, and delivery, of the Public Securities, Private Securities Units and Founder Private Underwriter Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus Prospectus, and Prospectus, except with respect to applicable foreign, federal federal, and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities Securities, Insider Shares and EBC Founder Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws laws, the rules of the Nasdaq Stock Market (“NASDAQ”) and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, the Private Securities and Founder Shares (including Warrants or the Representative’s Shares) and Shares or the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, the Insider Shares, the Private Securities Warrants and EBC Founder Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by described in the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities and Units, Founder Shares (including the Representative’s Shares) and EBC Founder Shares and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws laws, the rules of the Nasdaq Stock Market (“NASDAQ”) and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities and Securities, Founder Shares (including the Representative’s Shares) and EBC Founder Shares and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws laws, the rules of the Nasdaq Stock Market (“NASDAQ”) and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, and orders required in connection therewith herewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency agency, or other body, foreign or domestic, is required for the valid issuance, sale sale, and delivery, of the Public Securities, Private Securities the Public Shares, the Public Warrants and Founder Shares (including the Representative’s Shares) Rights and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus General Disclosure Package, and Prospectus, except with respect to applicable foreign, federal federal, and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement the Transaction Documents and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith and therewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and deliverydelivery (as the case may be), of the Public Securities, Private Securities and Founder Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws laws, the rules of The Nasdaq Stock Market (“Nasdaq”) and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement the Transaction Documents and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith and therewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale sale, and delivery, of the Public Securities, Private Securities and Founder Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, and orders required in connection therewith herewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency agency, or other body, foreign or domestic, is required for the valid issuance, sale sale, and delivery, of the Public Securities, the Private Securities and Founder Shares (including Units or the Representative’s Shares) and Shares or the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus Prospectus, and Prospectus, except with respect to applicable foreign, federal federal, and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement the Transaction Documents and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith and therewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale sale, and delivery, of the Public Securities, Private Securities and Founder Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, except as contemplated by the Transaction Documents and with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities and Securities, Founder Shares (including and the Representative’s Shares) Representative Shares and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith herewith have been obtained. No consent, authorization authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities (other than the shares of Common Stock underlying the warrants) and Founder Shares (including the Representative’s Shares) Placement Units and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, body is required for the valid issuance, sale and delivery, delivery of the Public Firm Securities, Private Securities the Pre-funded Warrant Shares and Founder the Common Warrant Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by the Transaction Documents this Agreement and as contemplated by the Registration Statement, the Statutory Prospectus Disclosure Package and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by of the Exchange and the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and the Ancillary Agreements, to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith and therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, delivery of the Public Securities, Private Securities and Founder Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by this Agreement and the Transaction Documents Ancillary Agreements and as contemplated by the Registration Statement, the Statutory Sale Preliminary Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, registrations, orders, licenses, certificates, qualifications, registrations and orders permits required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, body is required for the valid issuance, sale and delivery, delivery of the Public Securities, Private Securities and Founder Shares (including the Representative’s Shares) and the consummation of the transactions and agreements contemplated by the Transaction Documents this Agreement and as contemplated by the Registration Statement, the Statutory Prospectus Disclosure Package and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by of the Exchange and Financial Industry Regulatory Authority, Inc. (“FINRA”).