respectively. Without limiting the generality of the foregoing, Sponsor has not relied on any statements or other information provided by anyone other than Pubco and SPAC concerning Pubco or SPAC, respectively, or the Backstop Shares or the offer and sale of the Backstop Shares. Sponsor has received access to and has had an adequate opportunity to review, such financial and other information as Sponsor deems necessary in order to make an investment decision with respect to the Backstop Shares, including with respect to Pubco, SPAC, the Target Companies and the transactions contemplated hereby and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to Sponsor’s investment in the Backstop Shares. Sponsor has reviewed the documents made available to Sponsor by SPAC and the Company. Sponsor and Xxxxxxx’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Sponsor and such Sponsor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Backstop Shares. Sponsor also acknowledges that it has received and reviewed the Updated Company Financial Statements. Based on such information as Sponsor has deemed appropriate, Xxxxxxx has independently made his/her/its own analysis and decision to enter into the Backstop Closing. Except for the representations, warranties and agreements of Pubco and SPAC expressly set forth in Section 3.1 and Section 3.2 of this Agreement, respectively, Sponsor is relying exclusively on his/her/its own sources of information, investment analysis and the due diligence (including professional advice Sponsor deems appropriate) with respect to the Backstop Closing, Pubco Ordinary Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of Pubco or the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. Sponsor further acknowledges that the information provided to Sponsor is preliminary and subject to change.
Appears in 6 contracts
Samples: Backstop Agreement (OpSec Holdings), Backstop Agreement (OpSec Holdings), Business Combination Agreement (OpSec Holdings)
respectively. Without limiting the generality of the foregoing, Sponsor Subscriber has not relied on any statements or other information provided by anyone other than Pubco the Issuer and SPAC Altimeter concerning Pubco the Issuer or SPACAltimeter, respectively, or the Backstop Shares or the offer and sale of the Backstop Shares. Sponsor Subscriber has received access to and has had an adequate opportunity to review, such financial and other information as Sponsor Subscriber deems necessary in order to make an investment decision with respect to the Backstop Shares, including with respect to Pubcothe Issuer, SPACAltimeter, the Target Companies Group and the transactions contemplated hereby Transactions and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to Sponsorthe Subscriber’s investment in the Backstop Shares. Sponsor Subscriber has reviewed the documents made available to Sponsor the Subscriber by SPAC Altimeter and the Company. Sponsor Subscriber and XxxxxxxSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Sponsor Subscriber and such SponsorSubscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Backstop Shares. Sponsor Subscriber also acknowledges that it the 2020 historical financial data concerning the Company has received been derived based on the Company’s management accounts in accordance with International Financial Reporting Standards, or IFRS, and has not been reviewed or audited in accordance with PCAOB standards. There can be no assurance that the Updated Company Financial StatementsCompany’s audited results for 2020 will not differ from the financial data presented to Subscriber and such changes could be material. Based on such information as Sponsor Subscriber has deemed appropriate, Xxxxxxx Subscriber has independently made his/her/its own analysis and decision to enter into the Backstop ClosingSubscription. Except for the representations, warranties and agreements of Pubco and SPAC the Issuer expressly set forth in Section 3.1 and Section 3.2 of this Subscription Agreement, respectively, Sponsor Subscriber is relying exclusively on his/her/its own sources of information, investment analysis and the due diligence (including professional advice Sponsor Subscriber deems appropriate) with respect to the Backstop ClosingSubscription, Pubco Ordinary the Issuer Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of Pubco the Issuer or the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. Sponsor Subscriber further acknowledges that the information provided to Sponsor Subscriber is preliminary and subject to change. (i) Subscriber is aware that there are substantial risks incident to the purchase and ownership of the Shares. Subscriber is able to fend for itself in the transactions contemplated herein. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber understands and acknowledges that (A) it (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in financial and business transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares and (B) the purchase and sale of the Shares hereunder meets the institutional customer exemption under FINRA Rule 2111(b). (j) Subscriber, alone, or together with any professional advisor(s), has analyzed and considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists. (k) Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of an investment in the Shares.
Appears in 2 contracts
Samples: Backstop Subscription Agreement (Altimeter Growth Corp.), Sponsor Subscription Agreement (Altimeter Growth Corp.)
respectively. Without limiting the generality of the foregoing, Sponsor Subscriber has not relied on any statements or other information provided by anyone other than Pubco the Issuer and SPAC Altimeter concerning Pubco the Issuer or SPACAltimeter, respectively, or the Backstop Shares or the offer and sale of the Backstop Shares. Sponsor Subscriber has received access to and has had an adequate opportunity to review, such financial and other information as Sponsor Subscriber deems necessary in order to make an investment decision with respect to the Backstop Shares, including with respect to Pubcothe Issuer, SPACAltimeter, the Target Companies Group and the transactions contemplated hereby Transactions and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to Sponsorthe Subscriber’s investment in the Backstop Shares. Sponsor Subscriber has reviewed the documents made available to Sponsor the Subscriber by SPAC Altimeter and the Company. Sponsor Subscriber and XxxxxxxSubscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Sponsor Subscriber and such SponsorSubscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Backstop Shares. Sponsor Subscriber also acknowledges that it the 2020 historical financial data concerning the Company has received been derived based on the Company’s management accounts in accordance with International Financial Reporting Standards, or IFRS, and has not been reviewed or audited in accordance with PCAOB standards. There can be no assurance that the Updated Company Financial StatementsCompany’s audited results for 2020 will not differ from the financial data presented to Subscriber and such changes could be material. Based on such information as Sponsor Subscriber has deemed appropriate, Xxxxxxx Subscriber has independently made his/her/its own analysis and decision to enter into the Backstop ClosingSubscription. Except for the representations, warranties and agreements of Pubco and SPAC the Issuer expressly set forth in Section 3.1 and Section 3.2 of this Subscription Agreement, respectively, Sponsor Subscriber is relying exclusively on his/her/its own sources of information, investment analysis and the due diligence (including professional advice Sponsor Subscriber deems appropriate) with respect to the Backstop ClosingSubscription, Pubco Ordinary the Issuer Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of Pubco the Issuer or the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. Sponsor Subscriber further acknowledges that the information provided to Sponsor Subscriber is preliminary and subject to change.
Appears in 1 contract
Samples: Sponsor Subscription Agreement