Representation and Warranties of the Buyer. The Buyer represents and warrants to each Seller, the Manager and the Company as follows: (a) The Buyer is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation (if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted. (b) The Buyer has full power and authority to enter into this Agreement. The execution and delivery by the Buyer of this Agreement, the performance by the Buyer of its obligations hereunder and the consummation by the Buyer of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Buyer. (c) This Agreement has been duly executed and delivered by the Buyer and this Agreement constitutes a legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (d) The execution, delivery and performance by the Buyer of this Agreement and the consummation by the Buyer of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Buyer, in each case (other than clause (i)), which would have a material adverse effect on the Buyer or its ability to consummate the transactions contemplated by this Agreement. (e) This Agreement is made with the Buyer in reliance upon the Buyer’s representation to the Sellers, the Manager and the Company, which by the Buyer’s execution of this Agreement, the Buyer hereby confirms, that the Purchased Units will be acquired for investment for the Buyer’s own account or an account that is under the direction and control of the Buyer or one of its affiliates, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Buyer further represents that the Buyer does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Purchased Units. If the Buyer was formed for the specific purpose of acquiring the Purchased Units, each of its equity owners is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (f) The Buyer has had an opportunity to discuss the Company’s and IPAC’s business, management, financial affairs and the terms and conditions of the Class Y Units, as well as the terms and conditions of the IPO and the Founder Shares with the Company’s and IPAC’s management. The Buyer has reviewed the Registration Statement and understands the terms and conditions of the Founder Shares. (g) The Buyer understands that the offer and sale of the Purchased Units to the Buyer has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Buyer’s representations as expressed herein. The Buyer understands that the Purchased Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Buyer must hold the Purchased Units indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Buyer acknowledges that none of the Sellers, the Manager, or the Company has any obligation to register or qualify the Purchased Units for resale. The Buyer further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Purchased Units, and on requirements relating to the Company which are outside of the Buyer’s control, and which the Sellers and the Company are under no obligation and may not be able to satisfy. The Buyer acknowledges that IPAC filed the Registration Statement for its proposed IPO with the SEC for review. The Buyer understands that the offer and sale of the Purchased Units is not, and is not intended to be, part of the IPO, and that the Buyer will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Purchased Units. (h) The Buyer understands that no public market now exists for the Purchased Units or the securities of IPAC underlying the Purchased Units, and that none of the Sellers, the Company or the Manager has made any assurances that a public market will ever exist for the Purchased Units or the securities of IPAC underlying the Purchased Units. (i) The Buyer understands that its agreement to purchase the Purchased Units involves a high degree of risk which could cause the Buyer to lose all or part of its investment, and that the Company will vote the Founder Shares in favor of the Business Combination. (j) The Buyer is an “accredited investor” as defined by Rule 501(a) of Regulation D promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that the Buyer is capable of evaluating the merits and risks of the Buyer’s investment in the Purchased Units, of making an informed investment decision with respect thereto, and has the ability and capacity to protect the Buyer’s interests. (k) If the Buyer is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), the Buyer hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Class Y Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Purchased Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Purchased Units. The Buyer’s purchase and payment for and continued beneficial ownership of the Purchased Units will not violate any applicable securities or other laws of the Buyer’s jurisdiction. (l) The Buyer acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to IPAC and the Company. (m) The Buyer has, or as of the Closing will have, available to it sufficient funds to satisfy its obligations under this Agreement. (n) The Buyer is neither a person associated nor affiliated with Citigroup Global Markets Inc. or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO. (o) The Buyer recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Purchased Units or any facts or circumstances related thereto. (p) The Buyer understands that no certificates will be issued representing the Purchased Units and that the Purchased Units are not transferrable except in accordance with the Operating Agreement of the Company, which Operating Agreement restricts the transferability of the Purchased Units. (q) Any sales, transfers, or other dispositions of the Purchased Units by the Buyer, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (r) The Buyer represents and warrants, to the best of the Buyer’s knowledge and solely with respect to its purchase of the Purchased Units hereunder, that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement. (s) [Except for the specific representations and warranties contained in this Section 4, Buyer has not made, does not make or shall not be deemed to make any other express or implied representation or warranty with respect to Buyer, this transaction, this Agreement, the proposed IPO or a potential Business Combination, and Buyer disclaims any such representation or warranty.]
Appears in 1 contract
Samples: Unit Purchase Agreement (Inflection Point Acquisition Corp.)
Representation and Warranties of the Buyer. The Buyer represents and warrants to each Seller, the Manager and the Company as followsthat:
(a) The Buyer is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation (if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite necessary power and authority to carry on its business as presently conducted execute, deliver and as proposed perform this Agreement and to be conducted.
(b) The Buyer has full power and authority to enter into this Agreement. The execution and delivery by the Buyer of this Agreement, the performance by the Buyer of its obligations hereunder and the consummation by the Buyer of consummate the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Buyer.
(c) provided for herein. This Agreement has been duly executed and delivered by the Buyer and this Agreement constitutes a legal, valid and binding obligation of the Buyer Buyer, enforceable against the Buyer in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(d) . The execution, delivery and performance of this Agreement by the Buyer of this Agreement does not and the consummation by the Buyer of the transactions contemplated by this Agreement will not violate any provision of any law, regulation or order, or result in the breach of, or constitute a default under, any violation material agreement or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree instrument to which it Buyer is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is Buyer may be bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Buyer, in each case (other than clause (i)), which would have a material adverse effect on the Buyer or its ability to consummate the transactions contemplated by this Agreementaffected.
(e) This Agreement is made with the Buyer in reliance upon the Buyer’s representation to the Sellers, the Manager and the Company, which by the Buyer’s execution of this Agreement, the Buyer hereby confirms, that the Purchased Units will be acquired for investment for the Buyer’s own account or an account that is under the direction and control of the Buyer or one of its affiliates, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Buyer further represents that the Buyer does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Purchased Units. If the Buyer was formed for the specific purpose of acquiring the Purchased Units, each of its equity owners is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
(f) The Buyer has had an opportunity to discuss the Company’s and IPAC’s business, management, financial affairs and the terms and conditions of the Class Y Units, as well as the terms and conditions of the IPO and the Founder Shares with the Company’s and IPAC’s management. The Buyer has reviewed the Registration Statement and understands the terms and conditions of the Founder Shares.
(gb) The Buyer understands that the offer Company’s shares of Common Stock have not been approved or disapproved by the United States Securities and sale Exchange Commission, any state securities agency, or any foreign securities agency;(c)
(c) The Buyer is not an underwriter and would be acquiring the Company’s shares of Common Stock solely for investment purpose for his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of any federal securities act, state securities act or any other applicable federal or state laws;
(d) Buyer acknowledges that he has read this agreement, understands the contents hereof, and warrants the truth of each of the Purchased Units to the Buyer has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Buyer’s representations as expressed contained herein. ;
(e) The Buyer understands the speculative nature and risks of investments associated with the Company, and confirms that the Purchased Units are “restricted securities” under applicable U.S. shares of Common Stock would be suitable and consistent with his or her investment program; and, that his or her financial position enable him or her to bear the risks of this investment;
(f) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of, if such disposition will violate any federal and and/or state securities laws and that, pursuant to these laws, the Buyer must hold the Purchased Units indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements acts;
(g) The Company is available. The Buyer acknowledges that none of the Sellers, the Manager, or the Company has any under no obligation to register or qualify the Purchased Units for resale. The Buyer further acknowledges that if seek an exemption from under any federal securities act, state securities act, or any foreign securities act for any shares of Common Stock of the Company or to cause or permit such shares of Common Stock to be transferred in the absence of any such registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Purchased Units, and on requirements relating to the Company which are outside of the Buyer’s control, and which the Sellers and the Company are under no obligation and may not be able to satisfy. The Buyer acknowledges that IPAC filed the Registration Statement for its proposed IPO with the SEC for review. The Buyer understands that the offer and sale of the Purchased Units is not, and is not intended to be, part of the IPO, and that the Buyer will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Purchased Units.exemption;
(h) The Buyer understands that no public market now exists for has had the Purchased Units or the securities of IPAC underlying the Purchased Units, and that none opportunity to ask questions of the Sellers, Company and has received additional information from the Company or to the Manager has made extent that the Company possessed such information, necessary to evaluate the merits and risks of any assurances that a public market will ever exist for investment in the Purchased Units or the securities of IPAC underlying the Purchased UnitsCompany.
(i) The Buyer understands Purchaser has adequate means of providing for his current needs and personal contingencies and has no need to sell the shares of Common Stock in the foreseeable future (that its agreement to purchase is at the Purchased Units involves a high degree time of risk which could cause the Buyer to lose all or part of its investment, and that Purchaser can afford to hold the Company will vote the Founder Shares in favor investment for an indefinite period of the Business Combination.time);
(j) The Buyer is an “accredited investor” as defined by Rule 501(a) of Regulation D promulgated under the Securities Act, and Purchaser has such sufficient knowledge and experience in financial and business matters that the Buyer is capable of evaluating to evaluate the merits and risks of this investment. Further, Purchaser represents and warrants that he is able to evaluate and interpret the Buyer’s investment information furnished to him by the Company and is capable of reading and interpreting financial statements. (k)The Purchaser warrants and represents that he is a "sophisticated investor" as that term is defined in United States court decisions and the Purchased Unitsrules, regulations and decisions of making an informed investment decision with respect thereto, the United States Securities and has the ability and capacity to protect the Buyer’s interestsExchange Commission.
(k) If the Buyer The Purchaser warrants and represents that he is not a United States person an "accredited investor" as that term is defined in Section 2(15)(i) or (as defined by Section 7701(a)(30ii) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), the Buyer hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Class Y Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Purchased Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Purchased Units. The Buyer’s purchase and payment for and continued beneficial ownership of the Purchased Units will not violate any applicable securities or other laws of the Buyer’s jurisdiction.
(l) The Buyer acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to IPAC and the Company.
(m) The Buyer has, or as of the Closing will have, available to it sufficient funds to satisfy its obligations under this Agreement.
(n) The Buyer is neither a person associated nor affiliated with Citigroup Global Markets Inc. or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.
(o) The Buyer recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Purchased Units or any facts or circumstances related thereto.
(p) The Buyer understands that no certificates will be issued representing the Purchased Units and that the Purchased Units are not transferrable except in accordance with the Operating Agreement of the Company, which Operating Agreement restricts the transferability of the Purchased Units.
(q) Any sales, transfers, or other dispositions of the Purchased Units by the Buyer, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunderof 1933.
(r) The Buyer represents and warrants, to the best of the Buyer’s knowledge and solely with respect to its purchase of the Purchased Units hereunder, that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement.
(s) [Except for the specific representations and warranties contained in this Section 4, Buyer has not made, does not make or shall not be deemed to make any other express or implied representation or warranty with respect to Buyer, this transaction, this Agreement, the proposed IPO or a potential Business Combination, and Buyer disclaims any such representation or warranty.]
Appears in 1 contract
Representation and Warranties of the Buyer. The Buyer represents and warrants to each Seller, the Manager and the Company as followsthat:
(a) The Buyer is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation (if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite necessary power and authority to carry on its business as presently conducted execute, deliver and as proposed perform this Agreement and to be conducted.
(b) The Buyer has full power and authority to enter into this Agreement. The execution and delivery by the Buyer of this Agreement, the performance by the Buyer of its obligations hereunder and the consummation by the Buyer of consummate the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Buyer.
(c) provided for herein. This Agreement has been duly executed and delivered by the Buyer and this Agreement constitutes a legal, valid and binding obligation of the Buyer Buyer, enforceable against the Buyer in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(d) . The execution, delivery and performance of this Agreement by the Buyer of this Agreement does not and the consummation by the Buyer of the transactions contemplated by this Agreement will not violate any provision of any law, regulation or order, or result in the breach of, or constitute a default under, any violation material agreement or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree instrument to which it Buyer is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is Buyer may be bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Buyer, in each case (other than clause (i)), which would have a material adverse effect on the Buyer or its ability to consummate the transactions contemplated by this Agreementaffected.
(eb) This Agreement is made with the The Buyer in reliance upon the Buyer’s representation to the Sellers, the Manager and understands that the Company, which ’s shares of Common Stock have not been approved or disapproved by the BuyerUnited States Securities and Exchange Commission, any state securities agency, or any foreign securities agency;
(c) The Buyer is not an underwriter and would be acquiring the Company’s execution shares of this Agreement, the Buyer hereby confirms, that the Purchased Units will be acquired Common Stock solely for investment purpose for the Buyer’s his or her own account or an account that is under the direction and control of the Buyer or one of its affiliates, not as a nominee or agent, and not with a view to to, or for, resale in connection with any distribution within the resale or distribution meaning of any part thereoffederal securities act, state securities act or any other applicable federal or state laws;
(d) Buyer acknowledges that he has read this agreement, understands the contents hereof, and that warrants the Buyer has no present intention truth of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Buyer further represents that the Buyer does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any each of the Purchased Units. If the Buyer was formed for the specific purpose of acquiring the Purchased Units, each of its equity owners is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.representations contained herein;
(f) The Buyer has had an opportunity to discuss understands the Company’s speculative nature and IPAC’s business, management, financial affairs and the terms and conditions risks of the Class Y Units, as well as the terms and conditions of the IPO and the Founder Shares investments associated with the Company’s , and IPAC’s management. The Buyer has reviewed confirms that the Registration Statement shares of Common Stock would be suitable and understands consistent with his or her investment program; and, that his or her financial position enable him or her to bear the terms and conditions risks of the Founder Shares.this investment;
(g) The Buyer understands that the offer and sale of the Purchased Units to the Buyer has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Buyer’s representations as expressed herein. The Buyer understands that the Purchased Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Buyer must hold the Purchased Units indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Buyer acknowledges that none of the Sellers, the Manager, or the Company has any obligation to register or qualify the Purchased Units Shares subscribed for resale. The Buyer further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Purchased Units, and on requirements relating to the Company which are outside of the Buyer’s control, and which the Sellers and the Company are under no obligation and herein may not be able to satisfy. The Buyer acknowledges that IPAC filed the Registration Statement for its proposed IPO with the SEC for review. The Buyer understands that the offer and sale of the Purchased Units is nottransferred, and is not intended to beencumbered, part of the IPOsold, and that the Buyer hypothecated, or otherwise disposed of, if such disposition will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Purchased Units.violate any federal and/or state securities acts;
(h) The Buyer understands that Company is under no public market now exists obligation to register or seek an exemption under any federal securities act, state securities act, or any foreign securities act for the Purchased Units or the securities any shares of IPAC underlying the Purchased Units, and that none Common Stock of the Sellers, the Company or to cause or permit such shares of Common Stock to be transferred in the Manager has made absence of any assurances that a public market will ever exist for the Purchased Units such registration or the securities of IPAC underlying the Purchased Units.exemption;
(i) The Buyer understands that its agreement has had the opportunity to purchase ask questions of the Purchased Units involves a high degree of risk which could cause Company and has received additional information from the Buyer Company to lose all or part of its investment, and the extent that the Company will vote possessed such information, necessary to evaluate the Founder Shares merits and risks of any investment in favor of the Business CombinationCompany.
(j) The Buyer is an “accredited investor” as defined by Rule 501(a) Purchaser has adequate means of Regulation D promulgated under the Securities Act, providing for his current needs and personal contingencies and has such no need to sell the shares of Common Stock in the foreseeable future (that is at the time of the investment, Purchaser can afford to hold the investment for an indefinite period of time);
(k) The Purchaser has sufficient knowledge and experience in financial and business matters that the Buyer is capable of evaluating to evaluate the merits and risks of this investment. Further, Purchaser represents and warrants that he is able to evaluate and interpret the Buyer’s investment information furnished to him by the Company and is capable of reading and interpreting financial statements. The Purchaser warrants and represents that he is a "sophisticated investor" as that term is defined in the Purchased Units, of making an informed investment decision with respect thereto, and has the ability and capacity to protect the Buyer’s interests.
(k) If the Buyer is not a United States person (as defined by Section 7701(a)(30) court decisions and the rules, regulations and decisions of the U.S. Internal Revenue Code of 1986, as amended, United States Securities and the regulations promulgated thereunder (collectively, the “Code”)), the Buyer hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Class Y Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Purchased Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Purchased Units. The Buyer’s purchase and payment for and continued beneficial ownership of the Purchased Units will not violate any applicable securities or other laws of the Buyer’s jurisdictionExchange Commission.
(l) The Buyer acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to IPAC and the Company.
(m) The Buyer has, or as of the Closing will have, available to it sufficient funds to satisfy its obligations under this Agreement.
(n) The Buyer is neither a person associated nor affiliated with Citigroup Global Markets Inc. or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.
(o) The Buyer recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Purchased Units or any facts or circumstances related thereto.
(p) The Buyer understands that no certificates will be issued representing the Purchased Units and that the Purchased Units are not transferrable except in accordance with the Operating Agreement of the Company, which Operating Agreement restricts the transferability of the Purchased Units.
(q) Any sales, transfers, or other dispositions of the Purchased Units by the Buyer, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder.
(r) The Buyer represents and warrants, to the best of the Buyer’s knowledge and solely with respect to its purchase of the Purchased Units hereunder, that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement.
(s) [Except for the specific representations and warranties contained in this Section 4, Buyer has not made, does not make or shall not be deemed to make any other express or implied representation or warranty with respect to Buyer, this transaction, this Agreement, the proposed IPO or a potential Business Combination, and Buyer disclaims any such representation or warranty.]
Appears in 1 contract
Representation and Warranties of the Buyer. The Buyer hereby represents and warrants to each the Seller, the Manager and the Company as follows:
(a) The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of its formation (if Delaware, has legal authority to enter into and perform this Agreement and the concept of “good standing” is a recognized concept in such jurisdiction) Related Documents and has all requisite power duly authorized the execution, delivery and authority to carry on its business as presently conducted performance of this Agreement and as proposed to be conductedthe Related Documents.
(b) The Buyer has full power and authority to enter into this Agreement. The execution and delivery by the Buyer of this AgreementAgreement and the Related Documents, the performance by the Buyer of its obligations hereunder and the consummation by the Buyer of the transactions contemplated hereby have been duly authorized by all requisite action on and thereby, and the part fulfillment and compliance with the terms and conditions hereof and thereof, do not and will not violate, conflict with or constitute a breach of or default under or require any consent pursuant to any law or regulation presently applicable to the Buyer, its articles of incorporation or bylaws or any order of any court, regulatory body or arbitral tribunal or any agreement or instrument to which the Buyer is a party or by which it or any of its property is bound.
(c) This Agreement has been duly executed and delivered the Related Documents do not contain any misrepresentation or untrue statement of fact by the Buyer nor does any of such documents omit to state a material fact necessary in order to make any such representation or statement by the Buyer contained herein not misleading.
(d) There has not been incurred any obligation on behalf of the Buyer to pay any commission, finder's fee or similar charge in connection with this transaction and this the Buyer shall indemnify the Seller and the Stockholder with respect to any claim by any person or entity claiming such fee.
(e) This Agreement constitutes a and the Related Documents, upon execution and delivery thereof by the respective parties, will be the legal, valid and binding obligation agreements of the Buyer enforceable against the Buyer in accordance with its their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(d) The execution, delivery and performance by the Buyer of this Agreement and the consummation by the Buyer of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Buyer, in each case (other than clause (i)), which would have a material adverse effect on the Buyer or its ability to consummate the transactions contemplated by this Agreement.
(e) This Agreement is made with the Buyer in reliance upon the Buyer’s representation to the Sellers, the Manager and the Company, which by the Buyer’s execution of this Agreement, the Buyer hereby confirms, that the Purchased Units will be acquired for investment for the Buyer’s own account or an account that is under the direction and control of the Buyer or one of its affiliates, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Buyer further represents that the Buyer does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Purchased Units. If the Buyer was formed for the specific purpose of acquiring the Purchased Units, each of its equity owners is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
(f) The Buyer has had an opportunity to discuss acknowledges that it is knowledgeable in the Company’s and IPAC’s business, management, financial affairs and the terms and conditions business of the Class Y Unitsadministration and fulfillment of associate recognition programs in general, as well as and is experienced in the terms acquisition and conditions managing of businesses engaged in activities similar to the IPO and the Founder Shares with the Company’s and IPAC’s managementBusiness. The Buyer believes that it has reviewed been afforded full access to the Registration Statement books, records, facilities and understands the terms and conditions personnel of the Founder Shares.
(g) The Buyer understands that the offer and sale of the Purchased Units to the Buyer has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Buyer’s representations as expressed herein. The Buyer understands that the Purchased Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Buyer must hold the Purchased Units indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Buyer acknowledges that none of the Sellers, the Manager, or the Company has any obligation to register or qualify the Purchased Units for resale. The Buyer further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period Seller for the Purchased Units, and on requirements relating to the Company which are outside purpose of the Buyer’s control, and which the Sellers and the Company are under no obligation and may not be able to satisfy. The Buyer acknowledges that IPAC filed the Registration Statement for its proposed IPO with the SEC for review. The Buyer understands that the offer and sale of the Purchased Units is not, and is not intended to be, part of the IPO, and that the Buyer will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Purchased Units.
(h) The Buyer understands that no public market now exists for the Purchased Units or the securities of IPAC underlying the Purchased Units, and that none of the Sellers, the Company or the Manager has made any assurances that a public market will ever exist for the Purchased Units or the securities of IPAC underlying the Purchased Units.
(i) The Buyer understands that its agreement to purchase the Purchased Units involves a high degree of risk which could cause the Buyer to lose all or part of its investment, and that the Company will vote the Founder Shares in favor of the Business Combination.
(j) The Buyer is an “accredited investor” as defined by Rule 501(a) of Regulation D promulgated under the Securities Actconducting, and has conducted, such knowledge and experience in financial and business matters that the Buyer is capable of evaluating the merits and risks due diligence investigation as it has deemed advisable of the Buyer’s investment in Assets, the Purchased Units, of making an informed investment decision with respect thereto, and has the ability and capacity to protect the Buyer’s interests.
(k) If the Buyer is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, Assumed Liabilities and the regulations promulgated thereunder (collectively, the “Code”)), the Buyer hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Class Y Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Purchased Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Purchased Units. The Buyer’s purchase and payment for and continued beneficial ownership of the Purchased Units will not violate any applicable securities or other laws of the Buyer’s jurisdictionBusiness.
(l) The Buyer acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to IPAC and the Company.
(m) The Buyer has, or as of the Closing will have, available to it sufficient funds to satisfy its obligations under this Agreement.
(n) The Buyer is neither a person associated nor affiliated with Citigroup Global Markets Inc. or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.
(o) The Buyer recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Purchased Units or any facts or circumstances related thereto.
(p) The Buyer understands that no certificates will be issued representing the Purchased Units and that the Purchased Units are not transferrable except in accordance with the Operating Agreement of the Company, which Operating Agreement restricts the transferability of the Purchased Units.
(q) Any sales, transfers, or other dispositions of the Purchased Units by the Buyer, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder.
(r) The Buyer represents and warrants, to the best of the Buyer’s knowledge and solely with respect to its purchase of the Purchased Units hereunder, that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Agreement.
(s) [Except for the specific representations and warranties contained in this Section 4, Buyer has not made, does not make or shall not be deemed to make any other express or implied representation or warranty with respect to Buyer, this transaction, this Agreement, the proposed IPO or a potential Business Combination, and Buyer disclaims any such representation or warranty.]
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