Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to such Investor, as follows:
(a) The SPAC is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms.
(c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not conflict with, or result in any violation of or default under, (i) the certificate of incorporation (as may be amended from time to time) or bylaws of the SPAC, (ii) any agreement, indenture or instrument to which the SPAC is a party or by which the Transferred Shares are bound, or (iii) any law, statute, rule or regulation to which the SPAC is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the SPAC is or the Transferred Shares are subject.
(d) There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.
(e) None of the information conveyed to such Investor in connection with the transactions contemplated by this Agreement will constitute material non-public information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended.
(f) The Transferred Shares upon issuance have been, or will be, duly and validly authorized, and on the date of issuance, the Founder Shares will be duly and validly issued, fully paid and non-assessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by such Investor.
(g) The Transferred Shares are not convertible into or exchangeable for, either at the election of the hold...
Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to Investor, as follows:
(a) The SPAC has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms.
(c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which the SPAC is a party or by which the SPAC is bound, or any decree, order, statute, rule or regulation applicable to the SPAC.
Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to Investor, as follows:
(a) The SPAC has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms.
(c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which the SPAC is a party or by which the SPAC is bound, or any decree, order, statute, rule or regulation applicable to the SPAC.
(d) The Founder Shares, when issued to the Sponsor, were validly issued, fully paid and non-assessable, free and clear of all liens or other restrictions (other than those arising under Applicable Laws or as otherwise disclosed in the Registration Statement) and were not issued in violation of, or subject to, any preemptive or similar rights.
Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to the Investor as follows:
(a) The SPAC has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms.
(c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by the SPAC of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which the SPAC is a party or by which the SPAC is bound, or any decree, order, statute, rule or regulation applicable to the SPAC.
(d) Except for effectiveness of the Registration Statement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the SPAC in connection with the consummation of the transactions contemplated by this Agreement.
Representations and Warranties of the SPAC. Except as set forth in (a) the SPAC Disclosure Schedules or (b) the SEC Reports filed or furnished by the SPAC prior to the date hereof (excluding any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature), the SPAC hereby represents and warrants to the Investor as of the date hereof and as of the Closing as follows:
Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to the Company Group that, except as disclosed in the SPAC SEC Documents, each of the following representations and warranties is true, correct and complete as of the date of this Agreement (or, if such representations and warranties are made with respect to a certain date, as of such date). The parties hereto agree that any reference in a particular schedule to numbered and lettered sections of this Article VI to which the particular schedule relates is for the sake of convenience only, and each such disclosure shall be taken as referring to each and every section of Article VI to which, based on the face of such disclosure, it can reasonably be expected to relate,. For the avoidance of doubt, unless the context otherwise requires, the below representations and warranties relate to the Company on a consolidated basis with its Subsidiaries. The schedules to this Article VI shall be collectively attached hereto as Schedule II.
Representations and Warranties of the SPAC. Except as set forth in the SPAC Disclosure Schedules, the SPAC hereby represents and warrants to the Acquiror as of the date hereof as follows, which representations and warranties are relied upon by Acquiror in executing this Agreement. Wherever the terms “knowledge” or “SPAC’s knowledge” are used in this Agreement, including without limitation, in this Article 4, the terms shall mean the actual knowledge of the SPAC and its affiliates after reasonably diligent inquiry.
Representations and Warranties of the SPAC. Except as set forth in (a) the disclosure schedules delivered by the SPAC to the Company on the date hereof (the “SPAC Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or (b) the SEC Reports that are available on the SEC’s website through XXXXX, the SPAC represents and warrants to the Company as follows:
Representations and Warranties of the SPAC. The SPAC hereby represents and warrants to Investor, as follows:
(a) The SPAC has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms.
(c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument to which the SPAC is a party or by which the SPAC is bound, or any decree, order, statute, rule or regulation applicable to the SPAC.
(d) On the date hereof, the authorized share capital of the SPAC consists of:
(1) 500,000,000 Class A Ordinary Shares. There are currently no Class A Ordinary Shares issued and outstanding as of the date hereof.
(2) 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”). There are currently 7,666,667 Class B Ordinary Shares issued and outstanding as of the date hereof. All of the issued and outstanding Class B Ordinary Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.
(3) 1,000,000 preference shares, par value $0.0001 per share (the “Preference Shares”). There are currently no Preference Shares issued and outstanding as of the date hereof.
(e) All corporate action required to be taken by the SPAC’s board of directors and shareholders in order to authorize the SPAC to enter into this Agreement and to issue the Class A Ordinary Shares and Transferred Shares has been taken or will be taken prior to the IPO. All action on the part of the shareholders, directors and officers of the SPAC necessary for the execution and delivery of this Agreement, the performance of all obligations of the SPAC under this Agreement to be performed as of the IPO, and the issuance and delivery of the Class A Ordinary Shares and Transferred Shares has been taken or will be taken prior to the IPO. This Agreement, when executed and delivered by the SPAC, shall constitute the valid and legally binding obligation of the SPAC, enforceable against the SPAC in accordance with its terms except (i) as limited...
Representations and Warranties of the SPAC. Except as set forth in (i) the disclosure schedules delivered by the SPAC to the Company on the date hereof (the “SPAC Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer (provided, however, that an item disclosed in any Section of the SPAC Disclosure Schedules shall be deemed to have been disclosed with respect to all other Sections of this Article III to which the relevance of such disclosure is reasonably apparent on its face) or (ii) the SEC Reports that are available on the SEC’s website through EXXXX, the SPAC represents and warrants to the Company as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a certain date, as of such date), as follows:
