Sponsor Representations and Warranties. Sponsor hereby represents and warrants as of the date hereof to the Acquiror and the Company as follows:
(a) Sponsor (i) is duly organized, validly existing and in good standing under the laws of the Cayman Islands, (ii) has all requisite power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder, (iii) the execution and delivery of this Sponsor Agreement has been, and the consummation of the transactions contemplated hereby have been, duly authorized by all requisite action by Sponsor, and (iv) this Sponsor Agreement has been duly and validly executed and delivered by Sponsor and, assuming this Sponsor Agreement has been duly authorized, executed and delivered by the other parties hereto, this Sponsor Agreement constitutes, and upon its execution will constitute, a legal, valid and binding obligation of Sponsor enforceable against it in accordance with its terms.
(b) As of the date hereof, Sponsor is the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) and record owner of the Acquiror Common Stock set forth opposite its name on Exhibit A hereto, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of Acquiror Common Stock) affecting any such shares of Acquiror Common Stock, other than Liens pursuant to (i) this Agreement, (ii) the Letter Agreement, (iii) the Acquiror’s Governing Documents, (iv) the Merger Agreement, or (v) any applicable securities Laws. Sponsor’s shares of Acquiror Common Stock are the only equity securities in Acquiror owned of record or beneficially by Sponsor on the date of this Agreement, and none of the Sponsor’s shares of Acquiror Common Stock are subject to any proxy, power of attorney, voting trust or other agreement or arrangement with respect to the voting of such shares of Acquiror Common Stock, except as provided hereunder, under the Letter Agreement or under the Acquiror’s Governing Documents. Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of Acquiror or any equity securities convertible into, or which can be exchanged for, equity securities of Acquiror.
(c) The execution and delivery of this Agreement by the Sponsor doe...
Sponsor Representations and Warranties. In connection with the purchase of the Sponsor Warrants, the Sponsor hereby represents and warrants to the Company the following:
Sponsor Representations and Warranties. The Sponsor hereby represents and warrants as of the date hereof as follows:
(a) The Sponsor holds all of the issued and outstanding Parent Class B Common Stock.
(b) The Sponsor has all requisite power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder.
(c) The execution and delivery of this Sponsor Agreement has been, and the consummation of the transactions contemplated hereby have been, duly authorized by all requisite action by the Sponsor.
(d) This Sponsor Agreement has been duly and validly executed and delivered by the Sponsor and, assuming this Sponsor Agreement has been duly authorized, executed and delivered by the other parties hereto, this Sponsor Agreement constitutes, and upon its execution will constitute, a legal, valid and binding obligation of the Sponsor enforceable against it in accordance with its terms.
Sponsor Representations and Warranties. Sponsor hereby represents and warrants as of the date hereof that (a) Sponsor (i) is the beneficial and record owner of the Founder Shares set forth opposite its name on Exhibit A hereto, (ii) is duly organized, validly existing and in good standing under the laws of Delaware, (iii) has all requisite power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder, (b) the execution and delivery of this Sponsor Agreement has been, and the consummation of the transactions contemplated hereby have been, duly authorized by all requisite action by Sponsor, and (c) this Sponsor Agreement has been duly and validly executed and delivered by Sponsor and, assuming this Sponsor Agreement has been duly authorized, executed and delivered by the other parties hereto, this Sponsor Agreement constitutes, and upon its execution will constitute, a legal, valid and binding obligation of Sponsor enforceable against it in accordance with its terms.
Sponsor Representations and Warranties. Representations and warranties are statements and promises made by you to the Company, which we rely on as being accurate in our dealings with you. You make the following representations and warranties to us at the time of agreeing to these Terms and every time you use the Platform or Services, including the time you are matched to a Loan Agreement; o You are over the age of 18 years; o You are of sound mind and have the capacity to enter into these Terms and be matched to a farm; o All personal information that you provide about yourself is accurate and true to the best of your knowledge; o You hold a bank account in your own name and will use this account to transfer money to our account when you sponsor a farm and to receive refunds of contributions made and proceeds earned; o You will only sponsor with your own money unless you are authorised to do so on behalf of a third party (“Third Party”) and the project agrees to that authorisation. o You are not using any illegal funds or attempting to launder by sponsoring a farm o If you are registering or accepting these Terms on behalf of a legal entity such as a company, trust or partnership, you are legally authorised to do so and we may request evidence of such legal entitlement (by way of a copy of any document which shows the valid and subsisting authorisation);and o you are not breaching any laws or regulations that are applicable to you or any company, trust or partnership upon whose instructions you are acting.
Sponsor Representations and Warranties. The Sponsor represents and warrants to the Investor that:
(a) This Agreement has been duly authorized, validly executed and delivered by the Sponsor and, assuming that this Agreement constitutes the valid and binding obligation of the Investor, is the valid and binding obligation of the Sponsor and is enforceable against the Sponsor in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) principles of equity, whether considered at law or equity.
(b) The Sponsor is the record and beneficial owner of the Private Placement Warrants.
Sponsor Representations and Warranties. Each Sponsor makes the following representations and warranties for the benefit of the Agent, each of the Participants and the Working Capital Facility Provider:
(a) (Status) It is a corporation validly existing under the laws of the place of its incorporation specified in this Agreement.
(b) (Power) It has the power to enter into and perform its obligations under the Relevant Documents to which it is expressed to be a party, to carry out the transactions contemplated by those documents and to carry on its business as now conducted or contemplated.
(c) (Corporate authorisations) It has taken all necessary corporate action to authorise the entry into and performance of the Relevant Documents to which it is expressed to be a party, and to carry out the transactions contemplated by those documents.
(d) (Documents binding) Each Relevant Document to which it is expressed to be a party is its valid and binding obligation enforceable in accordance with its terms, subject to the application of equitable principles and any necessary stamping and registration.
(e) (Transactions permitted) The execution and performance by it of the Relevant Documents to which it is expressed to be a party and each transaction contemplated to be conducted by it under the Relevant Documents to which it is a party did not and will not violate in any respect a provision of:
(i) a law or treaty or a judgment, ruling, order or decree of a Government Agency binding on it;
(ii) its constitution or other constituent documents; or
(iii) any other document or agreement which is binding on it or its assets, non-compliance with which is likely to have a Material Adverse Effect.
Sponsor Representations and Warranties. Each of the Sponsors hereby represents and warrants to each of the other Sponsors as of the date hereof and as of the Closing:
(a) If an individual, such Sponsor has the legal capacity to enter into this Agreement.
(b) If a person other than an individual, the Sponsor has the power and authority to enter into this Agreement.
(c) This Agreement has been duly executed and delivered by, and constitutes the legal, valid and binding agreement of such Sponsor, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and subject to general principles of equity.
(d) If such Sponsor is an Original Sponsor, such Sponsor is the lawful record owner of the Founders Shares owned by it as set forth on Exhibit A under the column “Current,” free and clear of all liens, encumbrances, restrictions and claims of every kind (other than pursuant to the Escrow Agreement, dated as of March 21, 2013, by and among the Company, Continental Stock Transfer & Trust Company and the Original Sponsors (the “Escrow Agreement”) and applicable securities laws).
Sponsor Representations and Warranties. In connection with the offer and issuance of the Preferred Shares to Sponsor pursuant to this Agreement, Sponsor represents and warrants to Oxbridge that (i) such shares are to be acquired for investment purposes and for its own account, Sponsor is familiar with the business and affairs of Oxbridge and has access to sufficient information about Oxbridge upon which to make an investment decision, (ii) upon their issuance, the shares will be restricted securities under the Securities Act of 1933, as amended (the “Securities Act”), and subject to restrictions on transfer, (iii) that an investment in Oxbridge is subject to numerous risks, including those identified in reports filed by Oxbridge with the U.S. Securities and Exchange Commission, and (iv) Sponsor is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
Sponsor Representations and Warranties. Sponsor hereby represents and warrants as of the date hereof as follows:
(a) Sponsor is the sole record and beneficial owner of the Earn-Out Shares, free and clear of all Liens other than transfer restrictions imposed by applicable securities laws.
(b) Sponsor is duly organized, validly existing and in good standing under the laws of Delaware and has all requisite power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder. The execution and delivery of this Sponsor Agreement has been, and the consummation of the transactions contemplated hereby have been, duly authorized by all requisite action by Sponsor. This Sponsor Agreement has been duly and validly executed and delivered by Sponsor and, assuming this Sponsor Agreement has been duly authorized, executed and delivered by the other parties hereto, this Sponsor Agreement constitutes, and upon its execution will constitute, a legal, valid and binding obligation of Sponsor enforceable against it in accordance with its terms.
(c) Upon execution of this Sponsor Agreement, the waiver provided for in Paragraph 2(a) herein shall constitute a written consent of the holder of a majority of Founder Shares, duly authorized and executed in accordance with Section 17.4 of the Acquiror Charter.
(d) Sponsor understands and acknowledges that each of Acquiror and the Company is entering into the Merger Agreement in reliance upon Sponsor’s execution and delivery of this Sponsor Agreement.
