Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to such Investor, as follows: (a) The Sponsor 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 Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor 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 (i) the operating agreement of the Sponsor, (ii) any agreement, indenture or instrument to which the Sponsor is a party or by which the Transferred Shares are bound or (iii) any law, statute, rule or regulation to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subject. (d) No other person or entity acquiring Founder Shares at or about the time of the IPO shall have rights superior to, or more favorable to such person or entity than, the rights afforded to such Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided that such Investor acknowledges that Founder Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s sole discretion. For the avoidance of doubt, any higher ratio for any such other person or entity of the right to receive Founder Shares to its IPO indication than such ratio for such Investor as set forth in this Agreement shall be considered Superior Rights. If any other person or entity is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform such Investor and disclose to such Investor the terms thereof and such Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the same. (e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to such Investor at the closing of the IPO against payment of the Transfer Price, such Investor will acquire ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law. (g) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of the Sponsor in connection with the transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the transactions contemplated hereby. There are no pending, or to the knowledge of the Sponsor, threatened, actions, which if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations under this Agreement.
Appears in 4 contracts
Samples: Investment Agreement (Grandview Capital Acquisition Corp.), Investment Agreement (Grandview Capital Acquisition Corp.), Investment Agreement (Grandview Capital Acquisition Corp.)
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to such each Investor, as of the date hereof and as of the closing date of the IPO, as follows:
(a) The Sponsor 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 Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor 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 (i) the operating under, any agreement of the Sponsor, (ii) any agreement, indenture or other instrument to which the Sponsor is a party or by which the Transferred Shares are bound Sponsor is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subjectSponsor.
(d) No Substantially concurrently with the execution of this Agreement, the Sponsor is entering into separate agreements with other person or entity acquiring Founder Shares at or about the time “anchor investors” in respect of indications of interest in purchasing units in the IPO shall have rights superior to(the “Other Anchor Investor Agreements”). The Sponsor represents that the material terms of such Other Anchor Investor Agreements, directly or indirectly, are not more favorable to such person or entity than, other “anchor investors” thereunder than the rights afforded to such Investor in terms of this Agreement (any such more favorable rights, “Superior Rights”), provided that such Investor acknowledges that Founder Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s sole discretionAgreement. For the avoidance of doubt, if any higher ratio for other “anchor investor” has an ability to purchase more Founder Shares at the Per Share Price than the Investor pursuant to any Other Anchor Investor Agreement, then such other person or entity “anchor investor” shall not be considered to have more favorable material terms than the Investor, provided that the proportion of the right to receive Founder Shares to its size of IPO indication Indication is the same as this Agreement. In the case that another “anchor investor” is afforded, directly or indirectly, more favorable terms than such ratio for such Investor as set forth in this Agreement shall be considered Superior Rights. If pursuant to any other person or entity is afforded Superior RightsOther Anchor Investor Agreement, the SPAC or the Sponsor (as applicable) shall immediately so inform promptly notify Investor of such Investor more favorable terms, and disclose to such Investor the terms thereof and such Investor shall have the right to elect to have those Superior Rightssuch more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the same.
(e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind Encumbrances affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any those arising under the organizational documents of the SPAC or the Sponsor, those arising under applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement securities laws or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”)as otherwise disclosed in the Registration Statement. Upon transfer of the Transferred Shares to such the Investor at the closing of the IPO against payment of the Transfer Price, such the Investor will acquire ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind Encumbrances affecting the Transferred Shares, other than any restrictions on transfer that may be those arising pursuant to this Agreement, those arising under applicable securities laws or as otherwise disclosed in the Registration Statement or those Encumbrances created, implemented or imposed by Applicable Lawthe Investor.
(gf) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of the Sponsor in connection with the transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the transactions contemplated hereby.
(g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Sponsor in connection with the sale of the Transferred Shares nor is the Sponsor entitled to or will accept any such fee or commission.
(h) The Sponsor has complied, and will continue to comply, with all applicable laws, including, without limitation, the Anti-Corruption Laws and the Anti-Money Laundering Laws.
(i) The Sponsor has not, and agrees that it shall not, in connection with the transactions contemplated by this Agreement, or in connection with any other business transactions involving Investor or its subsidiaries, make any payment, transfer anything of value, or offer anything of value, directly or indirectly:
i. to any governmental official or employee (including employees of a government corporation or public international organization) or to any political party or candidate for public office; or
ii. to any other person or entity if such payments or transfers would violate the laws of the country in which made, the laws of the United States, including the trade sanction and economic embargo programs enforced by OFAC or the laws of any other applicable country.
(j) There are no pendingpending or, or to the knowledge of the Sponsor, threatened, actions, which which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations under this Agreement.
Appears in 4 contracts
Samples: Investment Agreement (Revelstone Capital Acquisition Corp.), Investment Agreement (Revelstone Capital Acquisition Corp.), Investment Agreement (Revelstone Capital Acquisition Corp.)
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to such the Investor, as follows:
(a) The Sponsor 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 Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor 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 (i) the operating agreement of the Sponsor, (ii) any agreement, indenture or instrument to which the Sponsor is a party or by which the Transferred Shares are bound or (iii) any law, statute, rule or regulation to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subject.
(d) No other person or entity acquiring Founder Shares at or about the time of the IPO shall have rights superior to, or more favorable to such person or entity than, the rights afforded to such the Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided that such the Investor acknowledges that Founder Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s Sponsor its sole discretion. For the avoidance of doubt, any higher ratio for any such other person or entity of the right to receive Founder Shares to its IPO indication than such ratio for such the Investor as set forth in this Agreement shall be considered Superior Rights. If any other person or entity is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform such the Investor and disclose to such the Investor the terms thereof and such the Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the same.
(e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to such the Investor at the closing of the IPO against payment of the Transfer Price, such the Investor will acquire ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law.
(gf) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of the Sponsor in connection with the transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the transactions contemplated hereby. There are no pending, or to the knowledge of the Sponsor, threatened, actions, which if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations under this Agreement.
Appears in 3 contracts
Samples: Investment Agreement (Marblegate Acquisition Corp.), Investment Agreement (Marblegate Acquisition Corp.), Investment Agreement (Marblegate Acquisition Corp.)
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants and covenants to such InvestorInvestors, as of the date hereof and as of the closing date of the IPO, as follows:
(a) The Sponsor is duly organized formed and validly existing as a limited liability company in good standing (to under the extent applicable) under its jurisdiction laws of organization the State of Delaware 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 Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor 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 (i) the operating agreement under, any of the Sponsor, (ii) ’s organizational documents or any agreement, indenture agreement or other instrument applicable to the Transferred Shares or to which the Sponsor is a party or by which the Transferred Shares are bound Sponsor is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subjectShares.
(d) No governmental, administrative or other person third-party consents or entity approvals are required by or with respect to the Sponsor in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(e) The terms, rights and conditions set forth in this Agreement are as favorable to the Investor as the terms, rights and conditions granted to all other investors in connection with expressing an interest in the IPO or otherwise acquiring Founder Shares at or about the time of in connection with the IPO shall have rights superior to(each such other investor, or more favorable to such person or entity than, the rights afforded to such Investor in this Agreement (any such more favorable rights, an “Superior RightsAnchor Investor”), provided that such the Investor acknowledges that Founder Founders Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s Sponsor in its sole discretion. For In the avoidance of doubt, any higher ratio for any such other person or entity of the right to receive Founder Shares to its IPO indication than such ratio for such case that another Anchor Investor as set forth in this Agreement shall be considered Superior Rights. If any other person or entity is afforded Superior Rightsmore favorable terms than Investor, the SPAC or the Sponsor (as applicable) shall immediately so inform promptly notify Investor of such Investor more favorable terms, and disclose to such Investor the terms thereof and such Investor shall have the right to elect to have those Superior Rightssuch more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the same. For the avoidance of doubt, if any other Anchor Investor has an ability to purchase proportionately more Founder Shares relative to its expression of interest in the IPO than the Investor as set forth on the signature page hereto, then such other Anchor Investor shall be considered to have more favorable terms than the Investor.
(ef) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to such the Investor at in accordance with the closing of the IPO terms hereof against payment of the Transfer Price, such the Investor will acquire ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law.
(g) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on . The sale by the part Sponsor of the Sponsor in connection with the transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the transactions contemplated hereby. There are no pending, or Founder Shares to the knowledge Investor will not result in a violation of Section 5 under the SponsorSecurities Act of 1933, threatened, actions, which if determined adversely, would, individually or in as amended (the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations under this Agreement“Securities Act”).
Appears in 2 contracts
Samples: Investment Agreement (Sagaliam Sponsor LLC), Investment Agreement (Sunfire Acquisition Corp LTD)
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to such Investor, as of the date hereof and as of the closing date of the IPO, as follows:
(a) The Sponsor 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 Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor 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 (i) the operating under, any agreement of the Sponsor, (ii) any agreement, indenture or other instrument to which the Sponsor is a party or by which the Transferred Shares are bound Sponsor is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subjectSponsor.
(d) No Substantially concurrently with the execution of this Agreement, the Sponsor is entering into separate agreements with other person or entity acquiring Founder Shares at or about the time “anchor investors” in respect of indications of interest in purchasing units in the IPO shall have rights superior to, or (the “Other Anchor Investor Agreements”). The Sponsor represents that the material terms of such Other Anchor Investor Agreements are not more favorable to such person or entity than, other “anchor investors” thereunder than the rights afforded to such Investor in terms of this Agreement (any such more favorable rights, “Superior Rights”), provided that such Investor acknowledges that Founder Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s sole discretionAgreement. For the avoidance of doubt, if any higher ratio for other “anchor investor” has an ability to purchase more Founder Shares at the Per Share Price than the Investor pursuant to any Other Anchor Investor Agreement, then such other person or entity “anchor investor” shall not be considered to have more favorable material terms than the Investor, provided that the proportion of the right to receive Founder Shares to its size of IPO indication than such ratio for such Investor Indication is the same as set forth in this Agreement shall be considered Superior RightsAgreement. If any other person or entity In the case that another “anchor investor” is afforded Superior Rightsmore favorable terms than Investor pursuant to any Other Anchor Investor Agreement, the SPAC or the Sponsor (as applicable) shall immediately so inform promptly notify Investor of such Investor more favorable terms, and disclose to such Investor the terms thereof and such Investor shall have the right to elect to have those Superior Rightssuch more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the same.
(e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind Encumbrances affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any those arising under the organizational documents of the SPAC or the Sponsor, those arising under applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement securities laws or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”)as otherwise disclosed in the Registration Statement. Upon transfer of the Transferred Shares to such the Investor at the closing of the IPO against payment of the Transfer Price, such the Investor will acquire ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind Encumbrances affecting the Transferred Shares, other than any restrictions on transfer that may be those arising pursuant to this Agreement, those arising under applicable securities laws or as otherwise disclosed in the Registration Statement or those Encumbrances created, implemented or imposed by Applicable Lawthe Investor.
(gf) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of the Sponsor in connection with the transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the transactions contemplated hereby.
(g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Sponsor in connection with the sale of the Transferred Shares nor is the Sponsor entitled to or will accept any such fee or commission.
(h) The Sponsor has complied, and will continue to comply, with all applicable laws, including, without limitation, the Anti-Corruption Laws and the Anti-Money Laundering Laws.
(i) The Sponsor has not, and agrees that it shall not, in connection with the transactions contemplated by this Agreement, or in connection with any other business transactions involving Investor or its subsidiaries, make any payment, transfer anything of value, or offer anything of value, directly or indirectly:
i. to any governmental official or employee (including employees of a government corporation or public international organization) or to any political party or candidate for public office; or
ii. to any other person or entity if such payments or transfers would violate the laws of the country in which made, the laws of the United States, including the trade sanction and economic embargo programs enforced by OFAC or the laws of any other applicable country.
(j) There are no pendingpending or, or to the knowledge of the Sponsor, threatened, actions, which which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations under this Agreement.
Appears in 2 contracts
Samples: Investment Agreement (Worldwide Webb Acquisition Corp.), Investment Agreement (Banner Acquisition Corp.)
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to such Investor, as of the date hereof and as of the closing date of the IPO, as follows:
(a) The Sponsor 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 Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms, subject to the Enforceability Exceptions.
(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 (i) the operating agreement under, any of the Sponsor’s organizational documents, (ii) any agreement, indenture agreement or other instrument to which the Sponsor is a party or by which the Transferred Shares are bound Sponsor is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subjectSponsor.
(d) No other person or entity acquiring Founder Shares at or about the time of the IPO shall have rights superior to, or more favorable to such person or entity than, the rights afforded to such Investor The terms set forth in this Agreement (any such more are as favorable rights, “Superior Rights”)to the Investor as the terms granted to all other investors entering into a similar agreement to purchase Founder Shares of the SPAC in connection with expressing interest in the IPO, provided that such the Investor acknowledges that Founder Founders Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s Sponsor in its sole discretion. For the avoidance of doubt, any higher ratio for any such other person or entity of the right to receive Founder Shares to its IPO indication than such ratio for such Investor as set forth in this Agreement shall be considered Superior Rights. If any other person or entity is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform such Investor and disclose to such Investor the terms thereof and such Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the same.
(e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to such the Investor at the closing of the IPO against payment of the Transfer Price, such the Investor will acquire ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law.
(g) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of the Sponsor in connection with the transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the transactions contemplated hereby. There are no pending, or to the knowledge of the Sponsor, threatened, actions, which if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations under this Agreement.
Appears in 2 contracts
Samples: Investment Agreement (Future Health ESG Corp.), Investment Agreement (Future Health ESG Corp.)
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants and covenants to such Investor, as of the date hereof and as of the closing date of the IPO, as follows:
(a) The Sponsor is duly organized formed and validly existing as a limited liability company in good standing (to under the extent applicable) under its jurisdiction laws of organization the State of Delaware 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 Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor 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 (i) the operating agreement under, any of the Sponsor, (ii) ’s organizational documents or any agreement, indenture agreement or other instrument applicable to the Transferred Shares or to which the Sponsor is a party or by which the Transferred Shares are bound Sponsor is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subjectShares.
(d) No governmental, administrative or other person third-party consents or entity approvals are required by or with respect to the Sponsor in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(e) The terms, rights and conditions set forth in this Agreement are as favorable to the Investor as the terms, rights and conditions granted to all other investors in connection with expressing an interest in the IPO or otherwise acquiring Founder Shares at or about the time of in connection with the IPO shall have rights superior to(each such other investor, or more favorable to such person or entity than, the rights afforded to such Investor in this Agreement (any such more favorable rights, an “Superior RightsAnchor Investor”), provided that such the Investor acknowledges that Founder Founders Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s Sponsor in its sole discretion. For In the avoidance of doubt, any higher ratio for any such other person or entity of the right to receive Founder Shares to its IPO indication than such ratio for such case that another Anchor Investor as set forth in this Agreement shall be considered Superior Rights. If any other person or entity is afforded Superior Rightsmore favorable terms than Investor, the SPAC or the Sponsor (as applicable) shall immediately so inform promptly notify Investor of such Investor more favorable terms, and disclose to such Investor the terms thereof and such Investor shall have the right to elect to have those Superior Rightssuch more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the same. For the avoidance of doubt, if any other Anchor Investor has an ability to purchase proportionately more Founder Shares relative to its expression of interest in the IPO than the Investor as set forth on the signature page hereto, then such other Anchor Investor shall be considered to have more favorable terms than the Investor.
(ef) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to such the Investor at in accordance with the closing of the IPO terms hereof against payment of the Transfer Price, such the Investor will acquire ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law.
(g) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on . The sale by the part Sponsor of the Sponsor in connection with the transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the transactions contemplated hereby. There are no pending, or Founder Shares to the knowledge Investor will not result in a violation of Section 5 under the Sponsor, threatened, actions, which if determined adversely, would, individually or in Securities Act of 1933 (the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations under this Agreement“Securities Act”).
Appears in 1 contract
Samples: Investment Agreement (Digital World Acquisition Corp.)
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to such Investor, Parent and the Company as follows:
(a) The Sponsor (i) is a legal entity duly organized organized, validly existing and in good standing (to under the extent applicable) under its Laws of the jurisdiction of its organization and (ii) has full all requisite limited liability company or other power and authority to execute and has taken all limited liability company or other action necessary in order to, execute, deliver this Agreement, to and perform its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby.
(b) . This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation agreement of the Sponsor enforceable against the Sponsor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.
(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 (i) the operating agreement of the Sponsor, (ii) any agreement, indenture or instrument to which the Sponsor is a party or by which the Transferred Shares are bound or (iii) any law, statute, rule or regulation to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subject.
(d) No other person or entity acquiring Founder Shares at or about the time of the IPO shall have rights superior to, or more favorable to such person or entity than, the rights afforded to such Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided that such Investor acknowledges that Founder Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s sole discretion. For the avoidance of doubt, any higher ratio for any such other person or entity of the right to receive Founder Shares to its IPO indication than such ratio for such Investor as set forth in this Agreement shall be considered Superior Rights. If any other person or entity is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform such Investor and disclose to such Investor the terms thereof and such Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the same.
(eb) The Sponsor is the record and beneficial owner of the Transferred Shares. Except (as described in this Agreement or defined in the Registration StatementSecurities Act) of, there is no agreementand has good title to, arrangement or understanding with any other person regarding the sale or transfer all of any Transferred SharesSponsor’s Covered Shares listed across from Sponsor’s name on Schedule I hereto, and there exist no liensLiens or any other limitation or restriction (including any restriction on the right to vote, pledges, security interests, claims, options, proxies, voting agreements, charges sell or encumbrances otherwise dispose of such Covered Shares (other than transfer restrictions under the Securities Act)) affecting any kind affecting the Transferred such Covered Shares, other than any restrictions on transfer Liens pursuant to (i) this Sponsor Agreement, (ii) the Parent Organizational Documents, (iii) the Merger Agreement, (iv) that may be imposed certain Letter Agreement, dated March 4, 2021, by and among Parent, Sponsor and certain of Parent’s current and former directors and officers (the “Insider Letter”) or (v) any applicable statutesecurities Laws. Sponsor’s Covered Shares are the only equity securities in Parent owned of record or beneficially by Sponsor on the date of this Sponsor Agreement, lawand except as set forth on the Insider Letter, ordinancenone of Sponsor’s Covered Shares are subject to any proxy, regulationvoting trust or other agreement or arrangement with respect to the voting of such Covered Shares, ruleexcept as provided hereunder and under the Insider Letter. Other than the Parent Warrants held by Sponsor, code, order, common law, judgment, decree, other requirement Sponsor does not hold or rule own any rights to acquire (directly or indirectly) any equity securities of law (“Applicable Law”) of Parent or any federal, state, local or foreign government or political subdivision thereofequity securities convertible into, or any agency or instrumentality which can be exchanged for, equity securities of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to such Investor at the closing of the IPO against payment of the Transfer Price, such Investor will acquire ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable LawParent.
(gc) No governmentalThe execution, administrative or other third party consents or approvals are required, necessary or appropriate on the part delivery and performance of this Agreement by the Sponsor in connection with does not, and the consummation of the transactions contemplated by this Agreement, hereby or the Mergers and the other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the transactions contemplated hereby. There are no pendingby the Merger Agreement will not, constitute or result in (i) a breach or violation of, or to a default under, the knowledge limited liability company agreement or similar governing documents of the Sponsor, threatened(ii) with or without notice, actionslapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any Contract binding upon the Sponsor or under any applicable Law to which if determined adverselythe Sponsor is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon the Sponsor, wouldexcept, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on prevent or materially delay or impair the Sponsor’s ability of the Sponsor to enter into and perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Mergers or the other transactions contemplated by the Merger Agreement.
(d) There are no Legal Proceedings pending against Sponsor, or to the knowledge of Sponsor threatened in writing against Sponsor, before (or, in the case of a threatened Legal Proceeding in writing, that would be before) any arbitrator or any Governmental Entity, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of its, his or her obligations under this Sponsor Agreement.
(e) Except as described on Section 5.22 of the Parent Disclosure Letter, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Merger Agreement based upon arrangements made by Sponsor, for which Parent or any of its Affiliates may become liable.
(f) Sponsor hereby represents and covenants that Sponsor has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of Sponsor’s obligations hereunder.
Appears in 1 contract
Samples: Sponsor Support Agreement (InterPrivate III Financial Partners Inc.)
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to such Investor, as follows:
(a) The Sponsor 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 Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws of general applicability affecting the enforcement of creditors' rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(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 (i) the operating under, any agreement of the Sponsor, (ii) any agreement, indenture or other instrument to which the Sponsor is a party or by which the Transferred Shares are bound Sponsor is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subjectSponsor.
(d) No other person or entity acquiring Founder Shares at or about the time of the IPO shall have rights superior to, or more favorable to such person or entity than, the rights afforded to such Investor The terms (both economic and non-economic) set forth in this Agreement (any such more are as favorable rights, “Superior Rights”)to the Investor as the terms granted to all other investors entering into a similar agreement to purchase Founder Shares of the SPAC in connection with expressing interest in the IPO, provided that such the Investor acknowledges that Founder Founders Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s Sponsor its sole discretion. For In the avoidance of doubt, any higher ratio for any such other person or entity of the right to receive Founder Shares to its IPO indication than such ratio for such Investor as set forth in this Agreement shall be considered Superior Rights. If any other person or entity case that another investor is afforded Superior Rightsmore favorable terms than Investor, the SPAC or the Sponsor (as applicable) shall immediately so inform promptly notify Investor of such Investor more favorable terms, and disclose to such Investor the terms thereof and such Investor shall have the right to elect to have those Superior Rightssuch more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the samemore favorable terms.
(e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration StatementInvestor Presentation, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”)jurisdiction. Upon transfer of the Transferred Shares to such the Investor at in accordance with the closing of the IPO terms hereof against payment of the Transfer Price, such the Investor will acquire ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law.
(g) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of the Sponsor in connection with the transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the transactions contemplated hereby. There are no pending, or to the knowledge of the Sponsor, threatened, actions, which if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations under this Agreement.
Appears in 1 contract
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants and covenants to such the Investor, as of the date hereof and as of the closing date of the IPO, as follows:
(a) The Sponsor is duly organized formed and validly existing as a limited liability company in good standing (to under the extent applicable) under its jurisdiction laws of organization the State of Delaware 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 Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor 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 material violation of or default (i) the operating agreement under, any of the Sponsor, (ii) ’s organizational documents or any agreement, indenture agreement or other instrument applicable to the Transferred Shares or to which the Sponsor is a party or by which the Transferred Shares are bound Sponsor is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subjectShares.
(d) No governmental, administrative or other person third-party consents or entity approvals are required by or with respect to the Sponsor in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(e) The terms, rights and conditions set forth in this Agreement are as favorable to the Investor as the terms, rights and conditions granted to all other investors in connection with expressing an interest in the IPO or otherwise acquiring Founder Shares at or about the time of in connection with the IPO shall have rights superior to(each such other investor, or more favorable to such person or entity than, the rights afforded to such Investor in this Agreement (any such more favorable rights, an “Superior RightsAnchor Investor”), provided that such the Investor acknowledges that Founder Founders Shares have been offered to the Sponsor, Sponsor and to executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s Sponsor in its sole discretion. For In the avoidance of doubt, any higher ratio for any such other person or entity of the right to receive Founder Shares to its IPO indication than such ratio for such case that another Anchor Investor as set forth in this Agreement shall be considered Superior Rights. If any other person or entity is afforded Superior Rightsmore favorable terms than the Investor, the SPAC or Sponsor shall promptly notify the Sponsor (as applicable) shall immediately so inform Investor of such Investor more favorable terms, and disclose to such Investor the terms thereof and such Investor shall have the right to elect to have those Superior Rightssuch more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the same. For the avoidance of doubt, if any other Anchor Investor has an ability to purchase proportionately more Founder Shares relative to its expression of interest in the IPO than the Investor as set forth herein, then such other Anchor Investor shall be considered to have more favorable terms than the Investor.
(ef) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to such the Investor at in accordance with the closing of the IPO terms hereof against payment of the Transfer Price, such the Investor will acquire ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law.
(g) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on applicable securities laws. The sale by the part Sponsor of the Sponsor in connection with the transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the transactions contemplated hereby. There are no pending, or Founder Shares to the knowledge Investor will not result in a violation of Section 5 under the SponsorSecurities Act of 1933, threatened, actions, which if determined adversely, would, individually or in as amended (the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations under this Agreement“Securities Act”).
Appears in 1 contract
Samples: Investment Agreement (Monterey Capital Acquisition Corp)
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants to such Investor, as follows:
(a) The Sponsor 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 Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor 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 (i) the operating under, any agreement of the Sponsor, (ii) any agreement, indenture or other instrument to which the Sponsor is a party or by which the Transferred Shares are bound Sponsor is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subjectSponsor.
(d) No Substantially concurrently with the execution of this Agreement, the Sponsor is entering into separate agreements with other person or entity acquiring “anchor investors” in respect of the purchase of Founder Shares at or about the time of in connection with the IPO shall have rights superior to, or (the “Other Anchor Investment Agreements”). The Sponsor represents that the material terms of such Other Anchor Investment Agreements are no more favorable to such person or entity than, other “anchor investors” thereunder than the rights afforded to such Investor in terms of this Agreement (any such more favorable rights, “Superior Rights”), provided that such Investor acknowledges that Founder Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s sole discretionAgreement. For the avoidance of doubt, if any higher ratio for other “anchor investor” has an ability to purchase more Founder Shares at the Per Share Price than the Investor pursuant to any Other Anchor Investor Agreement, then such other “anchor investor” shall not be considered to have more favorable material terms than the Investor, provided that the proportion of Founders Shares to size of IPO Indication is the same as this Agreement. In the case that another “anchor investor” is afforded any such other person or entity of materially more favorable terms than the right to receive Founder Shares to its IPO indication than such ratio for such Investor as set forth in this Agreement shall be considered Superior Rights. If any other person or entity is afforded Superior RightsOther Anchor Investment Agreement, the SPAC or the Sponsor (as applicable) shall immediately so inform the Investor of such Investor materially more favorable terms, and disclose to such Investor the terms thereof and such Investor shall have the right to elect to have those Superior Rightssuch materially more favorable terms, in which case the parties hereto shall promptly amend this Agreement to effect the same.
(e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to such Investor at the closing of the IPO against payment of the Transfer Price, such Investor will acquire ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law.
(g) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of the Sponsor in connection with the transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the transactions contemplated hereby. There are no pending, or to the knowledge of the Sponsor, threatened, actions, which if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations under this Agreement.
Appears in 1 contract
Samples: Investment Agreement (Live Oak Crestview Climate Acquisition Corp.)
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants as of the date hereof to such Investor, the Investor as follows:
(a) The Sponsor is duly organized organized, validly existing and in good standing (to under the extent applicable) under its jurisdiction laws of organization Singapore, and has full power the execution, delivery and authority to execute performance of this Agreement and deliver this Agreement, to perform its obligations hereunder and to consummate the consummation of the transactions contemplated hereby.
(b) hereby are within the Sponsor’s powers and have been duly authorized by all necessary company actions on the part of SPAC. This Agreement has been duly and validly executed and delivered by the Sponsor and, assuming due authorization, execution and delivery by the Investor, this Agreement constitutes a legal, legally valid and binding obligation of the Sponsor Sponsor, enforceable against the Sponsor in accordance with its termsthe terms hereof (except as enforceability may be limited by bankruptcy Law, other similar Law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).
(cb) The execution and delivery There are no securities or instruments issued by or to which Sponsor or SPAC is a party containing anti-dilution or similar provisions that will be triggered by the issuance of this the Investor Company Shares. As of the date hereof, Sponsor has no subsidiaries, other than SPAC, and, other than in respect of any Sponsor Loans or working capital loans to SPAC, does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. Other than the Sponsor Letter Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not conflict withthere are no shareholder agreements, voting trusts or result in any violation of other agreements or default (i) the operating agreement of the Sponsor, (ii) any agreement, indenture or instrument understandings to which the Sponsor is a party or by which it is bound relating to the Transferred Shares are bound voting of any securities of SPAC or (iii) any law, statute, rule or regulation to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subjectSVH.
(dc) No other person or entity acquiring Other than the 60,000 Founder Shares owing to service providers of SPAC, at or about the time Effective Time, the Sponsor shall be the record and beneficial owner of, and have good and marketable title to, the Sponsor Equity and will, immediately prior to the conversion of the IPO shall have rights superior toInvestor’s Shares for Investor Company Shares, or more favorable to such person or entity than, the rights afforded to such Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided that such Investor acknowledges that Founder Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s sole discretion. For the avoidance of doubt, any higher ratio for any such other person or entity of the right to receive Founder Shares to its IPO indication than such ratio for such Investor as set forth in this Agreement shall be considered Superior Rights. If any other person or entity is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform such Investor and disclose to such Investor the terms thereof and such Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the same.
(e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described Sponsor Equity, in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to such Investor at the closing of the IPO against payment of the Transfer Price, such Investor will acquire ownership of the Transferred Shareseach case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, proxiesvoting trusts, voting agreements, charges proxies and other arrangements or encumbrances restrictions of any kind affecting the Transferred Shares, (other than transfer restrictions pursuant to applicable securities laws). The Founder Shares are fully paid and are non-assessable. The Sponsor Equity to be transferred to the Investor, when transferred to Investor as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions on transfer pursuant to applicable securities laws). The Sponsor Equity is duly authorized, fully paid, and non-assessable.
(d) The Sponsor has not offered the Investor Company Shares by means of any general solicitation or general advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or the internet or broadcast over television, radio or the internet or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
(e) The Sponsor is not entering into the transactions contemplated by this Agreement to create actual or apparent trading activity in the Company Shares (or any security convertible into or exchangeable for Company Shares) or to raise or depress or otherwise manipulate the price of the Company Shares (or any security convertible into or exchangeable for Company Shares) or otherwise in violation of the Exchange Act. The Sponsor has not entered into or altered, and agrees that may be imposed the Sponsor will not enter into or alter, any corresponding or hedging transaction or position with respect to the Company Shares.
(f) The execution and delivery of this Agreement by Applicable Lawthe Sponsor does not, and the performance by the Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Sponsor or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement. The Sponsor has full right and power to enter into and execute this Agreement.
(g) No governmental, administrative event or other third party consents series of related events that has caused or approvals are required, necessary or appropriate on the part of the Sponsor in connection with the transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may would reasonably be required in connection with the transactions contemplated hereby. There are no pending, or expected to the knowledge of the Sponsor, threatened, actions, which if determined adversely, wouldcause, individually or in the aggregate, reasonably be expected a Company Material Adverse Effect, has occurred or is continuing.
(h) Other than XX Xxxxxx, a division of Benchmark Investments, LLC, no broker or finder is entitled to have a material adverse effect on the ability of any brokerage or finder’s fee or commission solely in connection with this Agreement.
(i) There is no action pending against the Sponsor or, to enter into and perform the Sponsor’s knowledge, threatened against the Sponsor, before any court, arbitrator or governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement.
Appears in 1 contract
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants and covenants to such InvestorInvestors, as of the date hereof and as of the closing date of the IPO, as follows:
(a) The Sponsor is duly organized formed and validly existing as a limited liability company in good standing (to under the extent applicable) under its jurisdiction laws of organization the State of Delaware 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 Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor 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 (i) the operating agreement under, any of the Sponsor, (ii) ’s organizational documents or any agreement, indenture agreement or other instrument applicable to the Transferred Shares or to which the Sponsor is a party or by which the Transferred Shares are bound Sponsor is bound, or (iii) any lawdecree, order, statute, rule or regulation applicable to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subject.Shares..
(d) No governmental, administrative or other person third-party consents or entity approvals are required by or with respect to the Sponsor in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(e) The terms, rights and conditions set forth in this Agreement are as favorable to the Investor as the terms, rights and conditions granted to all other investors in connection with expressing an interest in the IPO or otherwise acquiring Founder Shares at or about the time of in connection with the IPO shall have rights superior to(each such other investor, or more favorable to such person or entity than, the rights afforded to such Investor in this Agreement (any such more favorable rights, an “Superior RightsAnchor Investor”), provided that such the Investor acknowledges that Founder Founders Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s Sponsor in its sole discretion. For In the avoidance of doubt, any higher ratio for any such other person or entity of the right to receive Founder Shares to its IPO indication than such ratio for such case that another Anchor Investor as set forth in this Agreement shall be considered Superior Rights. If any other person or entity is afforded Superior Rightsmore favorable terms than Investor, the SPAC or the Sponsor (as applicable) shall immediately so inform promptly notify Investor of such Investor more favorable terms, and disclose to such Investor the terms thereof and such Investor shall have the right to elect to have those Superior Rightssuch more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this Agreement to effect the same. For the avoidance of doubt, if any other Anchor Investor has an ability to purchase proportionately more Founder Shares relative to its expression of interest in the IPO than the Investor as set forth on the signature page hereto, then such other Anchor Investor shall be considered to have more favorable terms than the Investor.
(ef) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to such the Investor at in accordance with the closing of the IPO terms hereof against payment of the Transfer Price, such the Investor will acquire ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law.
(g) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on . The sale by the part Sponsor of the Sponsor in connection with the transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the transactions contemplated hereby. There are no pending, or Founder Shares to the knowledge Investor will not result in a violation of Section 5 under the SponsorSecurities Act of 1933, threatened, actions, which if determined adversely, would, individually or in as amended (the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations under this Agreement“Securities Act”).
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Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants as of the date hereof to such Investor, the Investor as follows:
(a) The Sponsor is duly organized organized, validly existing and in good standing (to under the extent applicable) under its jurisdiction laws of organization the state of Delaware, and has full power the execution, delivery and authority to execute performance of this Agreement and deliver this Agreement, to perform its obligations hereunder and to consummate the consummation of the transactions contemplated hereby.
(b) hereby are within the Sponsor’s powers and have been duly authorized by all necessary company actions on the part of SPAC. This Agreement has been duly and validly executed and delivered by the Sponsor and, assuming due authorization, execution and delivery by the Investor, this Agreement constitutes a legal, legally valid and binding obligation of the Sponsor Sponsor, enforceable against the Sponsor in accordance with its termsthe terms hereof (except as enforceability may be limited by bankruptcy Law, other similar Law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).
(b) There are no securities or instruments issued by or to which Sponsor or SPAC is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Investor Company Securities. As of the date hereof, Sponsor has no subsidiaries, other than SPAC, and, other than in respect of any Working Capital Loans, does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated.
(c) The execution and delivery Other than Founder Shares owing to service providers of this AgreementSPAC, at the Closing, the consummation Sponsor shall be the record and beneficial owner of, and have good and marketable title to, the Sponsor Equity and will, immediately prior to the conversion of the transactions contemplated hereby and the performance of its obligations hereunder will not conflict withInvestor’s Shares for Investor Company Securities, or result in any violation of or default (i) the operating agreement of the Sponsor, (ii) any agreement, indenture or instrument to which the Sponsor is a party or by which the Transferred Shares are bound or (iii) any law, statute, rule or regulation to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subject.
(d) No other person or entity acquiring Founder Shares at or about the time of the IPO shall have rights superior to, or more favorable to such person or entity than, the rights afforded to such Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided that such Investor acknowledges that Founder Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s sole discretion. For the avoidance of doubt, any higher ratio for any such other person or entity of the right to receive Founder Shares to its IPO indication than such ratio for such Investor as set forth in this Agreement shall be considered Superior Rights. If any other person or entity is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform such Investor and disclose to such Investor the terms thereof and such Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the same.
(e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described Sponsor Equity, in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to such Investor at the closing of the IPO against payment of the Transfer Price, such Investor will acquire ownership of the Transferred Shareseach case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, proxiesvoting trusts, voting agreements, charges proxies and other arrangements or encumbrances restrictions of any kind affecting the Transferred Shares, (other than transfer restrictions pursuant to applicable securities laws). The Founder Shares are fully paid and are non-assessable. The Sponsor Equity to be transferred to the Investor, when transferred to Investor as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions on transfer pursuant to applicable securities laws). The Sponsor Equity is duly authorized, fully paid, and non-assessable.
(d) The Sponsor has not offered the Investor Company Securities by means of any general solicitation or general advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or the internet or broadcast over television, radio or the internet or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
(e) The Sponsor is not entering into the transactions contemplated by this Agreement to create actual or apparent trading activity in the SPAC Shares (or any security convertible into or exchangeable for SPAC Shares) or to raise or depress or otherwise manipulate the price of the SPAC Shares (or any security convertible into or exchangeable for SPAC Shares) or otherwise in violation of the Exchange Act. The Sponsor has not entered into or altered, and agrees that may be imposed the Sponsor will not enter into or alter, any corresponding or hedging transaction or position with respect to the SPAC Shares.
(f) The execution and delivery of this Agreement by Applicable Lawthe Sponsor does not, and the performance by the Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Sponsor or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement. The Sponsor has full right and power to enter into and execute this Agreement.
(g) No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of There is no action pending against the Sponsor in connection with the transactions contemplated by this Agreementor, other than such state Blue Sky and FINRA consents and approvals as may be required in connection with the transactions contemplated hereby. There are no pending, or to the knowledge of Sponsor’s knowledge, threatened against the Sponsor, threatenedbefore any court, actionsarbitrator or governmental authority, which if determined adverselyin any manner challenges or seeks to prevent, would, individually enjoin or in materially delay the aggregate, reasonably be expected to have a material adverse effect on the ability performance by Sponsor of the Sponsor to enter into and perform its obligations under this Agreement.
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Samples: Non Redemption Agreement (Alternus Clean Energy, Inc.)
Representations and Warranties of the Sponsor. The Sponsor hereby represents and warrants as of the date hereof to such Investor, the Investor as follows:
(a) The Sponsor is duly organized organized, validly existing and in good standing (to under the extent applicable) under its jurisdiction laws of organization Singapore, and has full power the execution, delivery and authority to execute performance of this Agreement and deliver this Agreement, to perform its obligations hereunder and to consummate the consummation of the transactions contemplated hereby.
(b) hereby are within the Sponsor’s powers and have been duly authorized by all necessary company actions on the part of SPAC. This Agreement has been duly and validly executed and delivered by the Sponsor and, assuming due authorization, execution and delivery by the Investor, this Agreement constitutes a legal, legally valid and binding obligation of the Sponsor Sponsor, enforceable against the Sponsor in accordance with its termsthe terms hereof (except as enforceability may be limited by bankruptcy Law, other similar Law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).
(cb) The execution and delivery There are no securities or instruments issued by or to which Sponsor or SPAC is a party containing anti-dilution or similar provisions that will be triggered by the issuance of this the Investor Company Shares. As of the date hereof, Sponsor has no subsidiaries, other than SPAC, and, other than in respect of any Sponsor Loans or working capital loans to SPAC, does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. Other than the Sponsor Letter Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not conflict withthere are no shareholder agreements, voting trusts or result in any violation of other agreements or default (i) the operating agreement of the Sponsor, (ii) any agreement, indenture or instrument understandings to which the Sponsor is a party or by which it is bound relating to the Transferred Shares are bound voting of any securities of SPAC or (iii) any law, statute, rule or regulation to which the Sponsor is or the Transferred Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Transferred Shares are subjectSVH.
(dc) No other person or entity acquiring Other than the 60,000 Founder Shares owing to service providers of SPAC, at or about the time Effective Time, the Sponsor shall be the record and beneficial owner of, and have good and marketable title to, the Sponsor Equity and will, immediately prior to the conversion of the IPO shall have rights superior toInvestor’s Shares for Investor Company Shares, or more favorable to such person or entity than, the rights afforded to such Investor in this Agreement (any such more favorable rights, “Superior Rights”), provided that such Investor acknowledges that Founder Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the right to issue membership interests in the Sponsor’s sole discretion. For the avoidance of doubt, any higher ratio for any such other person or entity of the right to receive Founder Shares to its IPO indication than such ratio for such Investor as set forth in this Agreement shall be considered Superior Rights. If any other person or entity is afforded Superior Rights, the SPAC or the Sponsor (as applicable) shall immediately so inform such Investor and disclose to such Investor the terms thereof and such Investor shall have the right to elect to have those Superior Rights, in which case the parties shall promptly amend this Agreement to effect the same.
(e) The Sponsor is the record and beneficial owner of the Transferred Shares. Except as described Sponsor Equity, in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Transferred Shares to such Investor at the closing of the IPO against payment of the Transfer Price, such Investor will acquire ownership of the Transferred Shareseach case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, proxiesvoting trusts, voting agreements, charges proxies and other arrangements or encumbrances restrictions of any kind affecting the Transferred Shares, (other than transfer restrictions pursuant to applicable securities laws). The Founder Shares are fully paid and are non-assessable. The Sponsor Equity to be transferred to the Investor, when transferred to Investor as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions on transfer pursuant to applicable securities laws). The Sponsor Equity is duly authorized, fully paid, and non-assessable.
(d) The Sponsor has not offered the Investor Company Shares by means of any general solicitation or general advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or the internet or broadcast over television, radio or the internet or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
(e) The Sponsor is not entering into the transactions contemplated by this Agreement to create actual or apparent trading activity in the Company Shares (or any security convertible into or exchangeable for Company Shares) or to raise or depress or otherwise manipulate the price of the Company Shares (or any security convertible into or exchangeable for Company Shares) or otherwise in violation of the Exchange Act. The Sponsor has not entered into or altered, and agrees that may be imposed the Sponsor will not enter into or alter, any corresponding or hedging transaction or position with respect to the Company Shares.
(f) The execution and delivery of this Agreement by Applicable Lawthe Sponsor does not, and the performance by the Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Sponsor or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement. The Sponsor has full right and power to enter into and execute this Agreement.
(g) No governmental, administrative event or other third party consents series of related events that has caused or approvals are required, necessary or appropriate on the part of the Sponsor in connection with the transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as may would reasonably be required in connection with the transactions contemplated hereby. There are no pending, or expected to the knowledge of the Sponsor, threatened, actions, which if determined adversely, wouldcause, individually or in the aggregate, reasonably be expected a Company Material Adverse Effect, has occurred or is continuing.
(h) Other than EX Xxxxxx, a division of Benchmark Investments, LLC, no broker or finder is entitled to have a material adverse effect on the ability of any brokerage or finder’s fee or commission solely in connection with this Agreement.
(i) There is no action pending against the Sponsor or, to enter into and perform the Sponsor’s knowledge, threatened against the Sponsor, before any court, arbitrator or governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement.
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