Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 17 contracts
Sources: Underwriting Agreement (Vistas Acquisition Co II Inc.), Underwriting Agreement (Vistas Acquisition Co II Inc.), Underwriting Agreement (Embrace Change Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 15 contracts
Sources: Underwriting Agreement (Parsec Capital Acquisitions Corp.), Underwriting Agreement (Gladstone Acquisition Corp), Underwriting Agreement (Parsec Capital Acquisitions Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreements (as defined in Section 2.24.2 hereof), the Rights Agreement (as defined in Section 2.23), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.3 hereof) and the Warrant Escrow Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”2.24.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 14 contracts
Sources: Underwriting Agreement (Alphatime Acquisition Corp), Underwriting Agreement (Alphatime Acquisition Corp), Underwriting Agreement (Newborn Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Sponsor Purchase Agreement, the Representative Purchase Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.4), 2.21.5) and the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1) and the Sponsor Unit Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 13 contracts
Sources: Underwriting Agreement (HCM Iii Acquisition Corp.), Underwriting Agreement (HCM Iii Acquisition Corp.), Underwriting Agreement (1RT Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.4), 2.21.5) and the Warrant Agreement Purchase Agreements (as defined in Section 2.232.21.3) and the Sponsor Unit Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 12 contracts
Sources: Underwriting Agreement (Oxley Bridge Acquisition LTD), Underwriting Agreement (Oxley Bridge Acquisition LTD), Underwriting Agreement (WEN Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust AgreementSubscription Agreements, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.42.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.232.24.7) and the Sponsor Unit Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 12 contracts
Sources: Underwriting Agreement (Springwater Special Situations Corp.), Underwriting Agreement (Springwater Special Situations Corp.), Underwriting Agreement (Newbury Street Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreements (as defined in Section 2.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.24.3 hereof), the Warrant Business Combination Marketing Agreement (as defined in Section 2.232.33) and the Sponsor Unit Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.24.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 12 contracts
Sources: Underwriting Agreement (Gardiner Healthcare Acquisitions Corp.), Underwriting Agreement (Gardiner Healthcare Acquisitions Corp.), Underwriting Agreement (Chardan Nextech Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Sponsor Purchase Agreement, the Underwriters Purchase Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.4), 2.21.5) and the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1) and the Sponsor Unit Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 11 contracts
Sources: Underwriting Agreement (Pioneer Acquisition I Corp), Underwriting Agreement (Pioneer Acquisition I Corp), Underwriting Agreement (Titan Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust Purchase Agreements, the Business Combination Marketing Agreement, the Services Agreement (as defined in Section 2.21.32.24.6), the Registration Rights Agreement (as defined in Section 2.21.42.27), the Warrant Escrow Agreement (as defined in Section 2.232.24.7) and the Sponsor Unit Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 10 contracts
Sources: Underwriting Agreement (Pelican Acquisition Corp), Underwriting Agreement (Pelican Acquisition Corp), Underwriting Agreement (Pelican Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Escrow Agreement (as defined in Section 2.21.4), 2.22.2 hereof) and the Warrant Private Placement Purchase Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, 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 the foreign, federal, 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.
Appears in 9 contracts
Sources: Underwriting Agreement (TM Entertainment & Media, Inc.), Underwriting Agreement (TM Entertainment & Media, Inc.), Underwriting Agreement (TM Entertainment & Media, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.12.24.1 below), the Trust Agreement, the Services Subscription Agreement, the Escrow Agreement, the Business Combination Marketing Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.26 below), the Warrant Agreement (as defined in Section 2.232.27 below) and the Sponsor Unit Purchase Registration Rights Agreement (as defined in Section 2.24.6) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 9 contracts
Sources: Underwriting Agreement (Lifesci Acquisition II Corp.), Underwriting Agreement (Lifesci Acquisition II Corp.), Underwriting Agreement (LifeSci Acquisition III Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.23), . the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement Purchase Agreements (as defined in Section 2.23) 2.21.2), and the Sponsor Unit Purchase Agreement subscription agreement for the Founder Shares (collectivelysuch agreements are collectively referred to as, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the 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.
Appears in 8 contracts
Sources: Underwriting Agreement (FG Merger III Corp.), Underwriting Agreement (FG Merger III Corp.), Underwriting Agreement (FG Merger III Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.23.1) and the Sponsor Private Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 8 contracts
Sources: Underwriting Agreement (Pono Capital Corp), Underwriting Agreement (Pono Capital Corp), Underwriting Agreement (Pono Capital Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Representative’s Purchase Option, the Warrant Agreement (as defined in Section 2.21.12.20 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), 3.15 hereof) and the Registration Rights Placement Warrant Purchase Agreement (as defined in Section 2.21.4)2.21.2 hereof, all of the Warrant Agreement (foregoing being referred to herein as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction DocumentsApplicable Agreements”) have been duly and validly authorized by the Company Company, and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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 therefore may be brought.
Appears in 7 contracts
Sources: Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Registration Rights Agreement (as defined in Section 2.21.3), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.43.15), the Warrant Sponsor Note (as defined in Section 2.21.4.2), the Expense Advance Agreement (as defined in Section 2.232.21.5), the Services Agreement (as defined in Section 2.21.6) and the Sponsor Unit Share Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the 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.
Appears in 7 contracts
Sources: Underwriting Agreement (Cantor Equity Partners III, Inc.), Underwriting Agreement (Cantor Equity Partners III, Inc.), Underwriting Agreement (Cantor Equity Partners III, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Advisory Agreement (as defined in Section 2.21.4), 2.25 hereof) and the Warrant Escrow Agreement (as defined in Section 2.232.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Sponsor Unit Representative’s Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 7 contracts
Sources: Underwriting Agreement (India Globalization Capital, Inc.), Underwriting Agreement (India Globalization Capital, Inc.), Underwriting Agreement (India Globalization Capital, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Rights Agreement (as defined in Section 2.232.24) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 6 contracts
Sources: Underwriting Agreement (UY Scuti Acquisition Corp.), Underwriting Agreement (UY Scuti Acquisition Corp.), Underwriting Agreement (UY Scuti Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.23.1) and the Sponsor Private Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 6 contracts
Sources: Underwriting Agreement (Pono Capital Three, Inc.), Underwriting Agreement (Pono Capital Three, Inc.), Underwriting Agreement (Cetus Capital Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 6 contracts
Sources: Underwriting Agreement (AEI CapForce II Investment Corp), Underwriting Agreement (AEI CapForce II Investment Corp), Underwriting Agreement (Maxpro Capital Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust Subscription Agreement, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.42.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.232.24.7) and the Sponsor Unit Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 5 contracts
Sources: Underwriting Agreement (Springwater Special Situations Corp.), Underwriting Agreement (Astrea Acquisition Corp.), Underwriting Agreement (Astrea Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Rights Agreement (as defined in Section 2.23) ), the Representative Unit Purchase Agreement and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 5 contracts
Sources: Underwriting Agreement (Clover Leaf Capital Corp.), Underwriting Agreement (Clover Leaf Capital Corp.), Underwriting Agreement (G3 VRM Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.23), . the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement Purchase Agreements (as defined in Section 2.23) 2.21.2), and the Sponsor Unit Forward Purchase Agreement (collectively, such agreements are collectively referred to as the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the 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.
Appears in 5 contracts
Sources: Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.), Underwriting Agreement (Aldel Financial Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Representative’s Purchase Option, the Registration Rights Agreement by and among the Company, the Insider Shareholders, the Placement Investors, and the Underwriter Warrant Investors (the “Registration Rights Agreement”) and the Sponsor Unit Purchase Subscription Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 5 contracts
Sources: Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Administrative Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) ), the Rights Agreement (as defined in Section 2.24), and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 5 contracts
Sources: Underwriting Agreement (CO2 Energy Transition Corp.), Underwriting Agreement (CO2 Energy Transition Corp.), Underwriting Agreement (CO2 Energy Transition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Rights Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Sponsor Purchase Agreement, the Representative Purchase Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.4), 2.21.5) and the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1) and the Sponsor Unit Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 4 contracts
Sources: Underwriting Agreement (Sizzle Acquisition Corp. II), Underwriting Agreement (Soulpower Acquisition Corp.), Underwriting Agreement (Sizzle Acquisition Corp. II)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2), the Registration Rights Management Subscription Agreements (as defined in Section 2.22.3) and the Escrow Agreement (as defined in Section 2.21.4)2.22.2) have been duly and validly authorized by the Company and constitute, the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Underwriters' Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, 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 the foreign, federal, 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.
Appears in 4 contracts
Sources: Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) ), the Trust Agreement, the Administrative Services Agreement (as defined in Section 2.20.3), the Registration and Shareholder Rights Agreement (as defined in Section 2.20.4), the Private Units Purchase Agreement and the Sponsor Unit Underwriter Private Placement Units Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the 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.
Appears in 4 contracts
Sources: Underwriting Agreement (EQV Ventures Acquisition Corp. II), Underwriting Agreement (EQV Ventures Acquisition Corp. II), Underwriting Agreement (EQV Ventures Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust AgreementSubscription Agreements, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Warrant Agreement, the Escrow Agreement (as defined in Section 2.21.42.24.7), the Warrant Business Combination Marketing Agreement (as defined in Section 2.232.26) and the Sponsor Unit Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 4 contracts
Sources: Underwriting Agreement (Archimedes Tech Spac Partners Co), Underwriting Agreement (Archimedes Tech Spac Partners Co), Underwriting Agreement (ACKRELL SPAC Partners I Co.)
Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.42.21.5), the Warrant Rights Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement Agreements (collectivelyas defined in Section 2.21.3) and (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, 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.
Appears in 4 contracts
Sources: Underwriting Agreement (Axiom Intelligence Acquisition Corp 1), Underwriting Agreement (Axiom Intelligence Acquisition Corp 1), Underwriting Agreement (EGH Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Rights Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered delivered, and, assuming the due authorization, execution and delivery of each Transaction Document by the Company and the other parties hereto and thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the 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.
Appears in 4 contracts
Sources: Underwriting Agreement (K&f Growth Acquisition Corp. Ii), Underwriting Agreement (K&f Growth Acquisition Corp. Ii), Underwriting Agreement (K&f Growth Acquisition Corp. Ii)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Subscription Agreements and the Escrow Agreement (as defined in Section 2.21.4)2.28 hereof) have been duly and validly authorized by the Company and constitute, the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Representative’s Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcybank-ruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, 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.
Appears in 4 contracts
Sources: Underwriting Agreement (Stoneleigh Partners Acquisition Corp.), Underwriting Agreement (Stoneleigh Partners Acquisition Corp.), Underwriting Agreement (Stoneleigh Partners Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Escrow Agreement (as defined in Section 2.21.4), 2.22.2 hereof) and the Warrant Purchase Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, 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 the foreign, federal, 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.
Appears in 4 contracts
Sources: Underwriting Agreement (Arcade Acquisition Corp.), Underwriting Agreement (Arcade Acquisition Corp.), Underwriting Agreement (Arcade Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Rights Agreement (as defined in Section 2.23 hereof), the Trust Agreement, the Services Subscription Agreement (as defined in Section 2.21.32.24.2 hereof), the Escrow Agreement (as defined in Section 2.24.3 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.4 hereof) and the Warrant Business Combination Marketing Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”2.24.5 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 4 contracts
Sources: Underwriting Agreement (GreenVision Acquisition Corp.), Underwriting Agreement (GreenVision Acquisition Corp.), Underwriting Agreement (Proficient Alpha Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), 3.7.2 hereof) and the Registration Rights Escrow Agreement (as defined in Section 2.21.4)2.23.2 hereof) have been duly and validly authorized, executed and delivered by the Warrant Agreement (as defined in Section 2.23) Company and constitute, and the Sponsor Unit Representative's Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 4 contracts
Sources: Underwriting Agreement (Star Maritime Acquisition Corp.), Underwriting Agreement (Star Maritime Acquisition Corp.), Underwriting Agreement (Star Maritime Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust AgreementPurchase Agreements, the Services Agreement (as defined in Section 2.21.32.24.6), the Registration Accounting Services Agreement (as defined in Section 2.24.8), the Rights Agreement (as defined in Section 2.21.42.27), the Warrant Escrow Agreement (as defined in Section 2.232.24.7) and the Sponsor Unit Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Cayson Acquisition Corp), Underwriting Agreement (Cayson Acquisition Corp), Underwriting Agreement (Cayson Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.21.3), the Warrant Agreement (as defined in Section 2.23) ), the Rights Agreement (as defined in Section 2.24 and the Sponsor Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 3 contracts
Sources: Underwriting Agreement (EF Hutton Acquisition Corp I), Underwriting Agreement (EF Hutton Acquisition Corp I), Underwriting Agreement (EF Hutton Acquisition Corp I)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust Purchase Agreements, the Business Combination Marketing Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.24.6), the Warrant Agreement (as defined in Section 2.232.27), the Escrow Agreement (as defined in Section 2.24.7) and the Sponsor Unit Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Tavia Acquisition Corp.), Underwriting Agreement (Tavia Acquisition Corp.), Underwriting Agreement (Tavia Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Placement Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Nubia Brand International Corp.), Underwriting Agreement (Nubia Brand International Corp.), Underwriting Agreement (Nubia Brand International Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreements (as defined in Section 2.23.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.23.3 hereof), the Warrant Business Combination Marketing Agreement (as defined in Section 2.232.32) and the Sponsor Unit Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Monterey Bio Acquisition Corp), Underwriting Agreement (Monterey Bio Acquisition Corp), Underwriting Agreement (Monterey Bio Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Insider Letters Company. The Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement Sponsor Loan Note (as defined in Section 2.232.21.6) and the Sponsor Unit Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Rights Agreement (as defined in Section 2.21.12.23), . the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement Purchase Agreements (as defined in Section 2.23) 2.21.2), and the Sponsor Unit Purchase Agreement subscription agreement for the Founder Shares (collectivelysuch agreements are collectively referred to as, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the 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.
Appears in 3 contracts
Sources: Underwriting Agreement (FG Merger II Corp.), Underwriting Agreement (FG Merger II Corp.), Underwriting Agreement (FG Merger II Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Trust Agreement, the Warrant Agreement (as defined in Section 2.21.12.24), the Trust AgreementRights Agreement (as defined in Section 2.23), the Services Agreement (as defined in Section 2.21.33.5.2), the Insider Letter (as defined in Section 2.25.1), the Subscription Agreement (as defined in Section 2.25.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.25.3 hereof) and the Warrant Escrow Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”2.25.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.), Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.), Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Escrow Agreement (as defined in Section 2.21.4), 2.22.2 hereof) and the Warrant Subscription Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, 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 the foreign, federal, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (FMG Acquisition Corp), Underwriting Agreement (FMG Acquisition Corp), Underwriting Agreement (FMG Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Subscription Agreement (as defined in Section 2.21.4), 2.22.3 hereof) and the Warrant Escrow Agreement (as defined in Section 2.232.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Sponsor Unit Representative’s Purchase Agreement (collectively, the “Transaction Documents”) have Option has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (China Growth Alliance LTD), Underwriting Agreement (China Growth Alliance LTD), Underwriting Agreement (China Growth Alliance LTD)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Rights Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered delivered, and, assuming the due authorization, execution and delivery of each Transaction Document by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Blue Acquisition Corp/Cayman), Underwriting Agreement (Blue Acquisition Corp/Cayman), Underwriting Agreement (Oyster Enterprises II Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.21.5) and the Sponsor Unit Purchase Agreement Agreements (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered delivered, and, assuming the due authorization, execution and delivery of each Transaction Document by the Company and the other parties hereto and thereto, will constitute the valid and binding agreements of the Company, 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 the foreign, federal, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Translational Development Acquisition Corp.), Underwriting Agreement (Translational Development Acquisition Corp.), Underwriting Agreement (Translational Development Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), the Insider Letter (as defined in Section 2.25.1 hereof) and the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”2.24 hereof) have been duly and validly authorized by the Company and, and when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Canna-Global Acquisition Corp), Underwriting Agreement (Canna-Global Acquisition Corp), Underwriting Agreement (Canna-Global Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.23.1) and the Sponsor Unit Private Placement Units Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Global Consumer Acquisition Corp), Underwriting Agreement (Global Consumer Acquisition Corp), Underwriting Agreement (Global Consumer Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.29 hereof), the Warrant Purchase Agreements, the Escrow Agreement (as defined in Section 2.22.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.22.3 hereof) and the Sponsor Unit Representative’s Purchase Agreement (collectively, the “Transaction Documents”) Option have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, 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 the foreign, federal, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Stone Tan China Acquisition Corp.), Underwriting Agreement (Stone Tan China Acquisition Corp.), Underwriting Agreement (Stone Tan China Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Administrative Services Agreement (as defined in Section 2.21.33.7.3 hereof), the Escrow Agreement (as defined in Section 2.22.3 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.22.4) and the Warrant Agreement Subscription Agreements (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”2.22.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Harmony Merger Corp.), Underwriting Agreement (Harmony Merger Corp.), Underwriting Agreement (Harmony Merger Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Rights Agreement (as defined in Section 2.23) 2.24), and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Aimei Health Technology Co., Ltd.), Underwriting Agreement (Aimei Health Technology Co., Ltd.), Underwriting Agreement (Aimei Health Technology Co., Ltd.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.8.2 hereof), the Registration Rights Escrow Agreement (as defined in Section 2.21.4), 2.22.2 hereof) and the Warrant Subscription Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”2.22.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, 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 the foreign, federal, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Camden Learning CORP), Underwriting Agreement (Camden Learning CORP), Underwriting Agreement (Camden Learning CORP)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.12.24.1 below), the Trust Agreement, the Sponsor Unit Purchase Agreement, the Insider Shares Agreements, the Services Agreement (as defined in Section 2.21.32.24.7 below), the Warrant Agreement and the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.24.6 below) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company Company, and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (GigCapital5, Inc.), Underwriting Agreement (GigCapital5, Inc.), Underwriting Agreement (GigCapital5, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof), the Purchase Agreement (as defined in Section 2.24.3 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.4 hereof) and the Warrant Escrow Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”2.24.5 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (PTK Acquisition Corp.), Underwriting Agreement (PTK Acquisition Corp.), Underwriting Agreement (PTK Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.21.32.24.7 hereof), the Rights Agreement (as defined in Section 2.26 hereof), the M&A Agreement (as defined in Section 2.27 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.24.7) and the Sponsor Unit Representative’s Purchase Agreement (collectively, the “Transaction Documents”) Option have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Quartet Merger Corp.), Underwriting Agreement (Quartet Merger Corp.), Underwriting Agreement (Quartet Merger Corp.)
Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Insider Letters Company. The Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Insider Letter (as defined in Section 2.21.1) the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement Agreements (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Rose Hill Acquisition Corp), Underwriting Agreement (Rose Hill Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Escrow Agreement (as defined in Section 2.23.3 hereof), the Representative’s Purchase Option, the Registration Rights Agreement by and among the Company and the Insider Shareholders (the “Registration Rights Agreement”) and the Sponsor Unit Purchase Subscription Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Australia Acquisition Corp), Underwriting Agreement (Australia Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) ), and the Sponsor Unit Purchase Agreement (collectivelyas defined in Section 2.21.2)(collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Evergreen Corp), Underwriting Agreement (Evergreen Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Rights Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.4), 2.21.5) and the Warrant Agreement Purchase Agreements (as defined in Section 2.232.21.3) and the Sponsor Unit Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Fifth Era Acquisition Corp I), Underwriting Agreement (Fifth Era Acquisition Corp I)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Sponsor Purchase Agreement, the Underwriter Purchase Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.21.5) and the Sponsor Unit Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Chenghe Acquisition II Co.), Underwriting Agreement (Chenghe Acquisition II Co.)
Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Insider Letters Company. The Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Registration Rights Agreement (as defined in Section 2.21.3), the Registration Rights Purchase Agreement (as defined in Section 2.21.4), 2.21.2) and the Warrant Forward Purchase Agreement (as defined in Section 2.232.21.5) and the Sponsor Unit Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (M3-Brigade Acquisition III Corp.), Underwriting Agreement (M3-Brigade Acquisition III Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Future Tech II Acquisition Corp.), Underwriting Agreement (Future Tech II Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.4), 2.21.5) and the Warrant Agreement Purchase Agreements (as defined in Section 2.232.21.3) and the Sponsor Unit Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Cartesian Growth Corp III), Underwriting Agreement (Cartesian Growth Corp III)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement Subscription Agreements, the Escrow Agreements (as defined in Section 2.21.3), 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4)2.22.4 hereof) have been duly and validly authorized by the Company and constitute, the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Representative’s Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Alyst Acquisition Corp.), Underwriting Agreement (Alyst Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1) the Purchase Agreement and the Sponsor Unit Purchase Loan Commitment Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Insu Acquisition Corp Iii), Underwriting Agreement (Insu Acquisition Corp Iii)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Capital Agreement (as defined in Section 2.21.4), the Warrant Registration Rights Agreement (as defined in Section 2.232.21.5) and the Sponsor Unit Purchase Agreement Agreements (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (IX Acquisition Corp.), Underwriting Agreement (IX Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement, the Rights Agreement (as defined in Section 2.21.42.24), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (TMT Acquisition Corp.), Underwriting Agreement (TMT Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.24) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (HNR Acquisition Corp.), Underwriting Agreement (HNR Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Representative’s Purchase Option, the Warrant Agreement (as defined in Section 2.21.12.20 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), 3.17.2 hereof) and the Registration Rights Placement Warrant Purchase Agreement (as defined in Section 2.21.4)2.21.2 hereof, all of the Warrant Agreement (foregoing being referred to herein as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction DocumentsApplicable Agreements”) have been duly and validly authorized by the Company Company, and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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 therefore may be brought.
Appears in 2 contracts
Sources: Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1) the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Forward Purchase Agreement (as defined in Section 2.23) and 2.21.5)and the Sponsor Unit Purchase Agreement Agreements (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (GP-Act III Acquisition Corp.), Underwriting Agreement (GP-Act III Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Forward Purchase Agreements, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Rights Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Sunfire Acquisition Corp LTD), Underwriting Agreement (Sunfire Acquisition Corp LTD)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Rodgers Silicon Valley Acquisition Corp), Underwriting Agreement (Rodgers Silicon Valley Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.12.24.1 below), the Trust Agreement, the Services Subscription Agreements (as defined in Section 2.24.2 below), the Administrative Support Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Warrant Agreement, the Forfeiture Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.24.7) and the Sponsor Unit Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Murphy Canyon Acquisition Corp.), Underwriting Agreement (Murphy Canyon Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and ), the Sponsor Unit Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Isleworth Healthcare Acquisition Corp.), Underwriting Agreement (Isleworth Healthcare Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22), the Trust Agreement, the Insider Letters (as defined in Section 2.21.12.23.1), the Trust Agreement, the Services Private Placement Agreement (as defined in Section 2.21.32.23.2), the Registration Rights Agreement (as defined in Section 2.21.42.23.3), the Warrant Escrow Agreement (as defined in Section 2.232.23.4), the Representative’s Purchase Option Agreement (as defined in Section 2.25) and the Sponsor Unit Purchase Services Agreement (collectively, the “Transaction Documents”as defined in Section 3.5.2) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Abri SPAC I, Inc.), Underwriting Agreement (Abri SPAC I, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) ), the Sponsor Unit Purchase Agreement and the Sponsor Underwriter Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Alpha Healthcare Acquisition Corp.), Underwriting Agreement (Alpha Healthcare Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Insider Letters Company. The Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement Agreements (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Insight Acquisition Corp. /DE), Underwriting Agreement (Insight Acquisition Corp. /DE)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Rights Agreement (as defined in Section 2.23), the Subscription Agreements (as defined in Section 2.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.24.3 hereof), and the Warrant Escrow Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”2.24.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (WinVest Acquisition Corp.), Underwriting Agreement (WinVest Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Rights Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Sagaliam Acquisition Corp), Underwriting Agreement (Sagaliam Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust Subscription Agreement, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.42.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.23) 2.24.7), and the Sponsor Unit Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Ignyte Acquisition Corp.), Underwriting Agreement (Ignyte Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Warrant Agreement (as defined in Section 2.21.32.24 hereof), the Trust Agreement (as defined in Section 2.27 hereof), the Rights Agreement (as defined in Section 2.25 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.26.3 hereof), the Warrant Subscription Agreement (as defined in Section 2.232.26.2 hereof), the Escrow Agreement (as defined in Section 2.26.5 hereof) and the Sponsor Unit Representative’s Purchase Agreement (collectively, the “Transaction Documents”) Option have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (AGBA Acquisition LTD), Underwriting Agreement (AGBA Acquisition LTD)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.8.2 hereof), the Registration Rights Securities Escrow Agreement (as defined in Section 2.21.4), 2.22.2 hereof) and the Warrant Subscription Agreement (as defined in Section 2.232.22.4 hereof) have been duly and validly authorized by the Company and constitute, and the Sponsor Unit Representative’s Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Camden Learning CORP), Underwriting Agreement (Camden Learning CORP)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Warrants Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.4), 2.21.5) and the Warrant Agreement Purchase Agreements (as defined in Section 2.232.21.3) and the Sponsor Unit Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (FIGX Capital Acquisition Corp.), Underwriting Agreement (FIGX Capital Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.24) and the Sponsor Unit Warrants Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Black Spade Acquisition II Co), Underwriting Agreement (Black Spade Acquisition II Co)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered delivered, and, assuming the due authorization, execution and delivery of each Transaction Document by the Company and the other parties hereto and thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Churchill Capital Corp X/Cayman), Underwriting Agreement (Churchill Capital Corp X/Cayman)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust Subscription Agreement, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.24.7) and the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.24.5) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Schultze Special Purpose Acquisition Corp.), Underwriting Agreement (Schultze Special Purpose Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Insider Letter (as defined in Section 2.25.1), the Registration Rights Agreement (as defined in Section 2.21.42.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”2.24 hereof) have been duly and validly authorized by the Company and, and when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Aura Fat Projects Acquisition Corp), Underwriting Agreement (Aura Fat Projects Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Subscription Agreements, the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.24.7), the Administrative Services Agreement (as defined in Section 2.21.3), 2.24.6) and the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Finnovate Acquisition Corp.), Underwriting Agreement (Finnovate Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1) the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement BCMA (as defined in Section 2.232.21.5) (and the Sponsor Unit Purchase Agreement Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (EVe Mobility Acquisition Corp), Underwriting Agreement (EVe Mobility Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Rights Agreement, the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (AI Transportation Acquisition Corp), Underwriting Agreement (AEI CapForce II Investment Corp)
Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust AgreementWarrant Agreement (as defined in Section 2.23), the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), ) and the Warrant Agreement Purchase Agreements (as defined in Section 2.232.21.2) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (LightWave Acquisition Corp.), Underwriting Agreement (LightWave Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1)Trust Agreement, the Trust AgreementSubscription Agreements, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Agreement (as defined in Section 2.21.42.26 below), the Warrant Business Combination Marketing Agreement (as defined in Section 2.23) 2.28 below), the Warrant Agreements and the Sponsor Unit Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Keyarch Acquisition Corp), Underwriting Agreement (Keyarch Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.23.1) and the Sponsor Unit Private Placement Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (FoxWayne Enterprises Acquisition Corp.), Underwriting Agreement (FoxWayne Enterprises Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.232.20 hereof), the Trust Agreement, the Credit Agreement (as defined in Section 3.7.2 hereof), the Private Placement Agreement (as defined in Section 2.28 hereof) and the Sponsor Unit Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the M▇▇▇▇▇ ▇▇▇▇▇▇ Purchase Option has been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (General Finance CORP), Underwriting Agreement (General Finance CORP)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) 2.24), the Private Placement Units Purchase Agreement and the Sponsor Unit Purchase Agreement UPO (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (AA Mission Acquisition Corp.), Underwriting Agreement (AA Mission Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Subscription Agreements, the Warrant Agreement (as defined in Section 2.21.32.26 hereof), the Employment Agreements (as defined in Section 2.24.7), the Business Combination Marketing Agreement (as defined in Section 2.27 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”2.24.5) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (KLR Energy Acquisition Corp.), Underwriting Agreement (KLR Energy Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.21.12.22 hereof), the Rights Agreement (as defined in Section 2.23 hereof), the Trust Agreement, the Services Subscription Agreements (as defined in Section 2.24.2 hereof), the Escrow Agreement (as defined in Section 2.21.32.24.3 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.4 hereof) and the Warrant Business Combination Marketing Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”2.24.5 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (East Stone Acquisition Corp), Underwriting Agreement (East Stone Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Insider Letters Letter (as defined in Section 2.21.12.23.1), the Trust AgreementSubscription Agreement (as defined in Section 2.23.2 hereof), the Services Agreement (as defined in Section 2.21.33.5.3), the Registration Rights Agreement (as defined in Section 2.21.42.25), the Warrant Agreement (as defined in Section 2.232.22) and the Sponsor Unit Purchase Registration Rights Agreement (as defined in Section 2.23.3 hereof) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except 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 the foreign, federal, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Yotta Acquisition Corp), Underwriting Agreement (Yotta Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Rights Agreement, the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, 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 the 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Super Plus Acquisition Corp), Underwriting Agreement (Super Plus Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Insider Letters Company. The Warrant Agreement (as defined in Section 2.21.12.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), ) and the Warrant Purchase Agreement (as defined in Section 2.232.21.2) and the Sponsor Unit Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Arrowroot Acquisition Corp.), Underwriting Agreement (Arrowroot Acquisition Corp.)