Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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 12 contracts
Sources: Underwriting Agreement (Industrial Human Capital, Inc.), Underwriting Agreement (Firemark Global Capital, Inc.), Underwriting Agreement (Industrial Human Capital, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support 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 Purchase Agreement Agreements and (as defined in Section 2.21.2, and collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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, ; 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 (Plum Acquisition Corp, IV), Underwriting Agreement (Plum Acquisition Corp, IV), Underwriting Agreement (Plum Acquisition Corp, IV)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1). , the Trust Agreement, the Administrative Support Registration Rights Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.24), and the Private Placement Units Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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 8 contracts
Sources: Underwriting Agreement (ChampionsGate Acquisition Corp), Underwriting Agreement (ChampionsGate Acquisition Corp), Underwriting Agreement (ChampionsGate Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), ) and the Purchase Agreement Agreements (as defined in Section 2.21.2, and ) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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 7 contracts
Sources: Underwriting Agreement (Blue Water Acquisition Corp. III), Underwriting Agreement (Blue Water Acquisition Corp. III), Underwriting Agreement (NewHold Investment Corp. III)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). Agreement, the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4below), and the Private Placement Units Purchase Agreement, the Services Agreement (as defined in Section 2.21.2below) and the business combination marketing agreement, between the Company and collectively▇. ▇▇▇▇▇ Securities, Inc. (the “Transaction DocumentsBusiness Combination Marketing Agreement”) ), have been duly and validly authorized by the Company and, when executed and delivered, 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 6 contracts
Sources: Underwriting Agreement (B. Riley Principal 250 Merger Corp.), Underwriting Agreement (B. Riley Principal 250 Merger Corp.), Underwriting Agreement (B. Riley Principal 250 Merger Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreements, the Business Combination Marketing Agreement (as defined in Section 2.232.26 below). , the Trust Warrant Agreement, the Administrative Support Escrow Agreement (as defined in Section 2.21.3), 2.24.7) and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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, 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 (Oxus Acquisition Corp.), Underwriting Agreement (Oxus Acquisition Corp.), Underwriting Agreement (Oxus Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), 2.21.4) the Registration Rights Agreement (as defined in Section 2.21.4), 2.21.5) and the Purchase Agreement Agreements (as defined in Section 2.21.2, and collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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, ; 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 (Digital Asset Acquisition Corp.), Underwriting Agreement (Real Asset Acquisition Corp.), Underwriting Agreement (Real Asset Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 2.232.24.6 below). the Trust Agreement, the Administrative Support Business Combination Marketing Agreement (as defined in Section 2.21.32.26 below), the Warrant Agreement and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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, 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 (European Sustainable Growth Acquisition Corp.), Underwriting Agreement (European Sustainable Growth Acquisition Corp.), Underwriting Agreement (LIV Capital Acquisition Corp. II)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.25 hereof). , the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.31.1.2 hereof), the Rights Agreement (as defined in Section 2.24 hereof) the Registration Rights Agreement (as defined in Section 2.21.42.26.3 hereof), and the Purchase Subscription Agreement (as defined in Section 2.21.22.26.2 hereof), and collectively, the “Transaction Documents”) Representative’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered, 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 (Kairous Acquisition Corp. LTD), Underwriting Agreement (Kairous Acquisition Corp. LTD), Underwriting Agreement (Kairous Acquisition Corp. LTD)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). the Trust Agreement, the Administrative Support Rights Agreement (as defined in Section 2.21.32.23 hereof), the Trust Agreement, the Subscription Agreements (as defined in Section 2.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.4 hereof) and the Purchase Business Combination Marketing Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”2.24.5 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 (Financial Strategies Acquisition Corp.), Underwriting Agreement (Edoc Acquisition Corp.), Underwriting Agreement (Edoc Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). the Trust Agreement, the Administrative Support Right Agreement (as defined in Section 2.21.32.25 hereof), the Trust Agreement, the Letter Agreement (as defined in Section 2.23.1 hereof), the Private Placement Warrant Purchase Agreement (as defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 (99 Acquisition Group Inc.), Underwriting Agreement (99 Acquisition Group Inc.), Underwriting Agreement (99 Acquisition Group Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Agreements (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), ) and the Purchase Agreement (as defined in Section 2.21.2, and collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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, 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 (C5 Acquisition Corp), Underwriting Agreement (C5 Acquisition Corp), Underwriting Agreement (C5 Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement Agreements (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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 (FG New America Acquisition Corp.), Underwriting Agreement (FG New America Acquisition Corp.), Underwriting Agreement (FG New America Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreement, the Services Agreement (as defined in Section 2.232.24.6 below). , the Trust Rights Agreement, the Administrative Support Warrant Agreement, the Escrow Agreement (as defined in Section 2.21.3), 2.24.7) and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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, 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 (Accretion Acquisition Corp.), Underwriting Agreement (Accretion Acquisition Corp.), Underwriting Agreement (Accretion Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). the Trust Agreement, the Administrative Support Right Agreement (as defined in Section 2.21.32.25 hereof), the Trust Agreement, the Letter Agreement (as defined in Section 2.23.1 hereof), the Private Placement Unit Purchase Agreement (as defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 (Feutune Light Acquisition Corp), Underwriting Agreement (Feutune Light Acquisition Corp), Underwriting Agreement (Feutune Light Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreement, the Services Agreement (as defined in Section 2.232.24.6 below). , the Trust Warrant Agreement, the Administrative Support Escrow Agreement (as defined in Section 2.21.32.24.7), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Business Combination Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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, 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 (Mount Rainier Acquisition Corp.), Underwriting Agreement (Mount Rainier Acquisition Corp.), Underwriting Agreement (Mount Rainier Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Subscription Agreements (as defined in Section 2.23.2 hereof), the Escrow Agreement (as defined in Section 2.23.3 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”2.23.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 (Trident Acquisitions Corp.), Underwriting Agreement (Trident Acquisitions Corp.), Underwriting Agreement (Trident Acquisitions Corp.)
Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Company. The Warrant Agreement Agreements (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), ) and the Purchase Agreement (as defined in Section 2.21.2, and collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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, 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 (Atlantic Coastal Acquisition Corp. II), Underwriting Agreement (Atlantic Coastal Acquisition Corp. II), Underwriting Agreement (Atlantic Coastal Acquisition Corp. II)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Investment Management Trust Agreement, the Subscription Agreement, the Administrative Services Agreement (as defined in Section 2.232.24.6 below). , the Trust Warrant Agreement, the Administrative Support Stock Escrow Agreement (as defined in Section 2.21.3), 2.24.7) and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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, 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 (Western Acquisition Ventures Corp.), Underwriting Agreement (Western Acquisition Ventures Corp.), Underwriting Agreement (Western Acquisition Ventures Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.22.3 hereof) and the Representative’s Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) Option have been duly and validly authorized by the Company and, when executed and delivered, 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 (Endeavor Acquisition Corp.), Underwriting Agreement (Endeavor Acquisition Corp.), Underwriting Agreement (Endeavor Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Warrant Purchase Agreement, the Services Agreement (as defined in Section 2.232.24.6 below). the Trust Agreement, the Administrative Support Business Combination Marketing Agreement (as defined in Section 2.21.32.26 below), the Warrant Agreement and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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, 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 (LIV Capital Acquisition Corp.), Underwriting Agreement (LIV Capital Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Insider Letter (as defined in Section 2.21.1) and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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 (Locust Walk Acquisition Corp.), Underwriting Agreement (Locust Walk Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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 (Adara Acquisition Corp.), Underwriting Agreement (Adara Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24 hereof). , the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.32.26 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.25.3 hereof), and the Purchase Business Combination Marketing Agreement (as defined in Section 2.21.2, 2.27 hereof) and collectively, the “Transaction Documents”Subscription Agreement (as defined in Section 2.25.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 (Growth Capital Acquisition Corp.), Underwriting Agreement (Growth Capital Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support Subscription Agreements (as defined in Section 2.24.2 hereof), the Services Agreement (as defined in Section 2.21.32.24.5 hereof), the Escrow Agreement (as defined in Section 2.24.3 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”2.24.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 (Globis Acquisition Corp.), Underwriting Agreement (Globis Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Business Combination Marketing Agreement, the Insider Letter, the Trust Agreement, the CFO Agreement (as defined in Section 2.232.21.4 below). the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3)Rights Agreement, the Registration Rights Agreement, the Warrants Agreement and the Warrant Private Placement Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) ), have been duly and validly authorized by the Company and, when executed and delivereddelivered 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 (ia) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (iib) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iiic) 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 (Fpa Energy Acquisition Corp.), Underwriting Agreement (Fpa Energy Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Advisory Agreement (as defined in Section 2.21.2, 2.37) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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 (GX Acquisition Corp. II), Underwriting Agreement (GX Acquisition Corp. II)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1). , the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Warrant Agreement (as defined in Section 2.21.2, 2.23.1) and the Private Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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 (Cetus Capital Acquisition Corp.), Underwriting Agreement (Cetus Capital Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreement (as defined in Section 2.23.3 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.23.3 hereof) and the Purchase Escrow Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”2.23.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 (Natural Order Acquisition Corp.), Underwriting Agreement (Natural Order Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreements, the Business Combination Marketing Agreement (as defined in Section 2.232.26 below). , the Trust Warrant Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), 2.24.6 below) and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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, 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 (Sportsmap Tech Acquisition Corp.), Underwriting Agreement (Sportsmap Tech Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1). , the Trust Agreement, the Administrative Support Registration Rights Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.24), and the Sponsor Unit Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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 (Shepherd Ave Capital Acquisition Corp), Underwriting Agreement (Shepherd Ave Capital Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.32.22.3), the Registration Rights Agreement (as defined in Section 2.21.42.22.4), the Insider Letter (as defined in Section 2.22.1) and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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 (FinTech Acquisition Corp. IV), Underwriting Agreement (FinTech Acquisition Corp. IV)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). Business Combination Marketing Agreement, the Insider Letters, the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3)Services Agreement, the Registration Rights Agreement, the Rights Agreement, the Warrant Agreement, the Subscription Agreement, the Founder Share Subscription Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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 (ia) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (iib) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iiic) 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 (Bannix Acquisition Corp.), Underwriting Agreement (Bannix Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Purchase Agreements, the Services Agreement (as defined in Section 2.23). the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.32.24.6), the Registration Rights Agreement (as defined in Section 2.21.42.27), and the Purchase Escrow Agreement (as defined in Section 2.21.2, 2.24.7) and the Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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, 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 (Indigo Acquisition Corp.), Underwriting Agreement (Indigo Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreements, the Escrow Agreement (as defined in Section 2.232.24.3 hereof). the Trust Agreement, the Administrative Support M&A Agreement (as defined in Section 2.21.32.33), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.7) and the Representative’s Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) Option have been duly and validly authorized by the Company and, when executed and delivereddelivered 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, 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 (MedWorth Acquisition Corp.), Underwriting Agreement (MedWorth Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Business Combination Marketing Agreement (as defined in Section 2.23), the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support Subscription Agreement (as defined in Section 2.21.32.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.3 hereof) and the Purchase Rights Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”2.26 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 (Mana Capital Acquisition Corp.), Underwriting Agreement (Mana Capital Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). Agreement, the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4below), the Private Placement Units Purchase Agreement, the Sponsor Loan Note, the Forward Purchase Contract and the Purchase Agreement business combination marketing agreement, between the Company and Cantor F▇▇▇▇▇▇▇▇▇ & Co. (as defined in Section 2.21.2, and collectively, the “Transaction DocumentsBusiness Combination Marketing Agreement”) ), have been duly and validly authorized by the Company and, when executed and delivered, 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 (CF Finance Acquisition Corp.), Underwriting Agreement (CF Finance Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.32.22.3), the Registration Rights Agreement (as defined in Section 2.21.4), 2.22.4) and the Purchase Agreement (as defined in Section 2.21.2, and collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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, 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 (10X Capital Venture Acquisition Corp), Underwriting Agreement (10X Capital Venture Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.32.24.5 hereof), the Subscription Agreements (as defined in Section 2.24.2 hereof), the Escrow Agreement (as defined in Section 2.24.3 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”2.24.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 (EdtechX Holdings Acquisition Corp.), Underwriting Agreement (EdtechX Holdings Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), ) and the Purchase Agreement (as defined in Section 2.21.2, and collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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, 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 (Blockchain Coinvestors Acquisition Corp. I), Underwriting Agreement (Blockchain Coinvestors Acquisition Corp. I)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement, the Rights Agreement (as defined in Section 2.21.4), 2.24) and the Sponsor Unit Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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 (Horizon Space Acquisition II Corp.), Underwriting Agreement (Horizon Space Acquisition II Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support Warrants Purchase Agreements (as defined in Section 2.23.2 hereof), the Services Agreement (as defined in Section 2.21.32.23.5 hereof), the Escrow Agreement (as defined in Section 2.23.3) and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 (Quantum FinTech Acquisition Corp), Underwriting Agreement (Quantum FinTech Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). the Trust Agreement, the Administrative Support Right Agreement (as defined in Section 2.21.32.25 hereof), the Trust Agreement, the Letter Agreement (as defined in Section 2.23.1 hereof), the Private Placement Share Purchase Agreement (as defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 (Prime Number Acquisition I Corp.), Underwriting Agreement (Prime Number Acquisition I Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.21.5), the Purchase Agreements and the Purchase OTM Warrants Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1). , the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.21.3), and the Purchase Rights Agreement (as defined in Section 2.21.22.23), and the Private Placement Units Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letters (as defined in Section 2.232.21.1). , the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4),, and the Purchase Rights Agreement (as defined in Section 2.21.22.24), and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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 1 contract
Sources: Underwriting Agreement (TechyBird Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), and the Placement Unit Purchase Agreement (as defined in Section 2.21.2, and collectively2.23.2 hereof), the “Transaction Documents”) Escrow Agreement (as defined in Section 2.23.4 hereof), the Incentive Warrants and the Convertible Loans have been duly and validly authorized by the Company and, when executed and delivered, 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 1 contract
Sources: Underwriting Agreement (Harbor Business Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Rights Agreement (as defined in Section 2.23), the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement Subscription Agreements (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support Service Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Subscription Agreement (as defined in Section 2.21.42.23.2 hereof), and the Purchase Stock Escrow Agreement (as defined in Section 2.21.2, 2.23.3 hereof) and collectively, the “Transaction Documents”Warrant Escrow Agreement (as defined in Section 2.23.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 1 contract
Sources: Underwriting Agreement (BBV Vietnam S.E.A. Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.25 hereof). , the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.31.1.2 hereof), the Rights Agreement (as defined in Section 2.24 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.26.3 hereof), and the Purchase Subscription Agreement (as defined in Section 2.21.22.26.2 hereof), and collectively, the “Transaction Documents”) Representative’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered, 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 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Rights Agreement and the Sponsor Unit Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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 1 contract
Sources: Underwriting Agreement (AI Transportation Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreement, the Business Combination Marketing Agreement (as defined in Section 2.232.26 below). , the Trust Warrant Agreement, the Administrative Support Escrow Agreement (as defined in Section 2.21.3), 2.24.7) and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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, 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.. EarlyBirdCapital, Inc.__________, 2021Page 12 of 41
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). the Trust Agreement, the Administrative Support Rights Agreement (as defined in Section 2.21.32.25 hereof), the Trust Agreement, the Letter Agreement (as defined in Section 2.23.1 hereof), the Sponsor Units Purchase Agreement (as defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 1 contract
Sources: Underwriting Agreement (Fortune Joy International Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreement, the Business Combination Marketing Agreement (as defined in Section 2.232.26 below). , the Trust Warrant Agreement, the Administrative Support Escrow Agreement (as defined in Section 2.21.3), 2.24.7) and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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, 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.. EarlyBirdCapital, Inc.February 10, 2021Page 12 of 41
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), 3.7.2) and the Registration Rights Escrow Agreement (as defined in Section 2.21.4)2.22.2) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Agreement (as defined in Section 2.21.2Option, and collectively, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered, 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 1 contract
Sources: Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Purchase Agreements and the Purchase OTM Warrants Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 2.232.24.6 below). the Trust Agreement, the Administrative Support Business Combination Marketing Agreement (as defined in Section 2.21.32.26 below), the Warrant Agreement, the Rights Agreement and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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, 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 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 2.232.24.6 below). the Trust Agreement, the Administrative Support Business Combination Marketing Agreement (as defined in Section 2.21.32.26 below), the Warrant Agreement, the Rights Agreement and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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, 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.. , 2020
Appears in 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Rights Agreement (as defined in Section 2.23), the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement Subscription Agreements (as defined in Section 2.21.2, and collectively, the “"Transaction Documents”") have been duly and validly authorized by the Company and, when executed and delivered, 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 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Escrow Agreement (as defined in Section 2.21.42.22.2 hereof), and the Purchase Warrant Placement Agreement (as defined in Section 2.21.2, 2.22.3 hereof) and collectively, the “Transaction Documents”) Representative's Purchase Option have been duly and validly authorized by the Company and, when executed and delivered, 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 1 contract
Validity and Binding Effect of Agreements. This Agreement, the Warrant Investment Management Trust Agreement (as defined in Section 2.232.22 hereof). the Trust Agreement, the Administrative Support 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)2.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have Option has been duly and validly authorized by the Company and, when executed and delivered, 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 1 contract
Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), ) and the Purchase Agreement Agreements (as defined in Section 2.21.2, and collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, 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, 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 1 contract
Sources: Underwriting Agreement (Integrated Energy Transition Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letters (as defined in Section 2.232.21.1). , the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Warrant Agreement (as defined in Section 2.21.2, 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 delivereddelivered 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 1 contract
Sources: Underwriting Agreement (Maquia Capital Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letters (as defined in Section 2.232.21.1). , the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Warrant Agreement (as defined in Section 2.21.2, 2.23) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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 1 contract
Sources: Underwriting Agreement (CE Energy Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Right Agreement (as defined in Section2.25 hereof), the Trust Agreement, the Administrative Support Letter Agreement (as defined in Section 2.21.32.23.1 hereof), the Private Placement Unit Purchase Agreement (as defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 1 contract
Sources: Underwriting Agreement (Feutune Light Acquisition Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement, the Rights Agreement (as defined in Section 2.21.42.24), and the Purchase Agreement Agreements (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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 1 contract
Sources: Underwriting Agreement (StoneBridge Acquisition II Corp)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Subscription Agreement (as defined in Section 2.21.42.23.2 hereof), and the Placement Unit Purchase Agreement (as defined in Section 2.21.2, 2.23.2 hereof) and collectively, the “Transaction Documents”Escrow Agreement (as defined in Section 2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, 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 1 contract
Sources: Underwriting Agreement (Energy Infrastructure Acquisition Corp.)
Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), and the Placement Warrant Purchase Agreement (as defined in Section 2.21.2, and collectively2.23.2 hereof), the “Transaction Documents”Escrow Agreement (as defined in Section 2.23.4 hereof) and the Convertible Loans have been duly and validly authorized by the Company and, when executed and delivered, 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, laws and as a matter of public policy; 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 1 contract
Sources: Underwriting Agreement (Highpoint Acquisition Corp.)