Xxxxxxx Representations and Warranties. Xxxxxxx represents and warrants to the Investor that: x. Xxxxxxx is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Xxxxxxx has all corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. b. As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the Investor against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under Xxxxxxx’x certificate of incorporation (as amended to the Closing Date) or under the General Corporation Law of the State of Delaware. c. The Shares are not, and following the consummation of the Transaction Closing and the Closing will not be, subject to any Transfer Restriction. The term “Transfer Restriction” means any condition to or restriction on the ability of the undersigned to pledge, sell, assign or otherwise transfer the Shares under any organizational document, policy or agreement of, by or with Xxxxxxx, but excluding the restrictions on transfer described in paragraph 6(b) of this Subscription Agreement with respect to the status of the Shares as “restricted securities” pending their registration for resale under the Securities Act of 1933, as amended (the “Securities Act”) in accordance with the terms of this Subscription Agreement.
Appears in 1 contract
Samples: Subscription Agreement (Conyers Park II Acquisition Corp.)
Xxxxxxx Representations and Warranties. Xxxxxxx The Company represents and warrants to the Investor Subscriber that:
x. Xxxxxxx (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware. Xxxxxxx Delaware and has all requisite corporate power and authority to own, lease and operate its material assets, rights and properties and conduct to carry on its business businesses as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreementconducted.
b. As of the Closing Date, the Shares will be (b) The Warrants are duly authorized and, when issued and delivered to the Investor Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, will constitute valid and legally binding obligations of the Shares Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other laws now or hereafter in effect relating to or affecting enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforcement is considered in a proceeding at law or in equity. The Warrants will be validly issuedissued in compliance with all applicable state and federal securities laws and not subject to, fully paid and non-assessable and will not have been issued in violation of, any lien, purchase option, call option, right of first refusal, preemptive right, subscription right or subject to any preemptive similar right under any provision of applicable law or similar rights created under Xxxxxxx’x certificate of incorporation the Company’s organizational documents (as amended to the Closing Date) or under the General Corporation Law in effect at such time of the State of Delawareissuance).
c. (c) The Shares are notCompany has all requisite corporate power and authority to execute and deliver this Subscription Agreement and to consummate the transactions contemplated hereby. The execution, performance and following delivery of this Subscription Agreement and the consummation of the Transaction Closing transactions contemplated hereby have been duly authorized by all requisite corporate power and the Closing will not be, subject to any Transfer Restriction. The term “Transfer Restriction” means any condition to or restriction on the ability action of the undersigned to pledgeCompany. This Subscription Agreement has been duly executed and delivered by the Company and constitutes a valid, sell, assign or otherwise transfer legal and binding obligation of the Shares under any organizational document, policy or agreement of, by or with Xxxxxxx, but excluding the restrictions on transfer described in paragraph 6(b) of Company (assuming that this Subscription Agreement with respect to has been duly and validly authorized, executed and delivered by the status of other party hereto), enforceable against the Shares as “restricted securities” pending their registration for resale under the Securities Act of 1933, as amended (the “Securities Act”) Company in accordance with its terms, except (i) to the terms extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.
(d) The execution and delivery by the Company of this Subscription Agreement., including the issuance and sale of the Warrants hereunder, and the performance of the Company’s obligations hereunder (including the consummation of the transactions contemplated hereunder) do not (i) conflict with or result in any breach of any provision of the Company’s organizational documents, (ii) violate any applicable law of any governmental authority having jurisdiction over the Company, (iii) require any consent of or other action by any person under, or result in a violation or breach of or loss of (or adverse impact on) any benefit or right, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, amendment, alteration, cancellation or acceleration under, any of the terms, conditions or provisions of any contract to which the Company is a party or by which any of their respective properties or assets may be bound or affected or (iv) result in the creation or imposition of any lien on any assets of the Company, except, in the case of clauses
Appears in 1 contract
Samples: Subscription Agreement (Stammtisch Investments LLC)
Xxxxxxx Representations and Warranties. Xxxxxxx The Company represents and warrants to the Investor Subscriber that:
x. Xxxxxxx (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware. Xxxxxxx Delaware and has all requisite corporate power and authority to own, lease and operate its material assets, rights and properties and conduct to carry on its business businesses as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreementconducted.
b. As of the Closing Date, the Shares will be (b) The Warrants are duly authorized and, when issued and delivered to the Investor Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, will constitute valid and legally binding obligations of the Shares Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other laws now or hereafter in effect relating to or affecting enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforcement is considered in a proceeding at law or in equity. The Warrants will be validly issuedissued in compliance with all applicable state and federal securities laws and not subject to, fully paid and non-assessable and will not have been issued in violation of, any lien, purchase option, call option, right of first refusal, preemptive right, subscription right or subject to any preemptive similar right under any provision of applicable law or similar rights created under Xxxxxxx’x certificate of incorporation the Company’s organizational documents (as amended to the Closing Date) or under the General Corporation Law in effect at such time of the State of Delawareissuance).
c. (c) The Shares are notCompany has all requisite corporate power and authority to execute and deliver this Subscription Agreement and to consummate the transactions contemplated hereby. The execution, performance and following delivery of this Subscription Agreement and the consummation of the Transaction Closing transactions contemplated hereby have been duly authorized by all requisite corporate power and action of the Company. This Subscription Agreement has been duly executed and delivered by the Company and constitutes a valid, legal and binding obligation of the Company (assuming that this Subscription Agreement has been duly and validly authorized, executed and delivered by the other party hereto), enforceable against the Company in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.
(d) The execution and delivery by the Company of this Subscription Agreement, including the issuance and sale of the Warrants hereunder, and the Closing will performance of the Company’s obligations hereunder (including the consummation of the transactions contemplated hereunder) do not be(i) conflict with or result in any breach of any provision of the Company’s organizational documents, subject (ii) violate any applicable law of any governmental authority having jurisdiction over the Company, (iii) require any consent of or other action by any person under, or result in a violation or breach of or loss of (or adverse impact on) any benefit or right, or constitute (with or without due notice or lapse of time or both) a default or give rise to any Transfer Restriction. The term “Transfer Restriction” means right of termination, amendment, alteration, cancellation or acceleration under, any condition of the terms, conditions or provisions of any contract to which the Company is a party or restriction by which any of their respective properties or assets may be bound or affected or (iv) result in the creation or imposition of any lien on any assets of the Company, except, in the case of clauses (ii), (iii) and (iv), as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability business, properties, assets, liabilities, operations, financial condition, stockholders’ equity or results of operations of the undersigned Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”) or materially affect the validity of the Warrants or the legal authority of the Company to pledgecomply in all material respects with the terms of this Subscription Agreement.
(e) Assuming the accuracy of the representations and warranties of Subscriber set forth in Section 4, sellthe Company is not required to obtain any consent, assign waiver, authorization or otherwise transfer the Shares under any organizational document, policy or agreement order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by or with Xxxxxxx, but excluding the restrictions on transfer described in paragraph 6(b) Company of this Subscription Agreement with respect to (including, without limitation, the status issuance of the Shares as “restricted securities” pending their registration Warrants), other than (i) filings with the SEC, (ii) the filings required by applicable state or federal securities laws, (iii) any filings or notices required by the Nasdaq Stock Market LLC and (iii) any consent, waiver, authorization or order of, notice to, or filing or registration, the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
(f) The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission in connection with the transactions contemplated by this Subscription Agreement for resale which Subscriber could become liable. The Company is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Warrants hereunder.
(g) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4 herein, in connection with the offer, sale and delivery of the Warrants in the manner contemplated by this Subscription Agreement, (i) it is not necessary to register the offering of the Warrants under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), (ii) the Warrants were not offered by any form of general solicitation or general advertising and (iii) the Warrants are not being offered in accordance a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.
(h) The Company has prepared and filed with the terms Securities and Exchange Commission (the “Commission”) under the Securities Act, a registration statement (File No. 333-268563), including a prospectus, and will use all commercially reasonable efforts to (i) amend the registration statement to register the Common Stock underlying the Warrants and (ii) to have the registration statement declared effective by the SEC. The registration statement, as amended at the time it became (or is deemed to have become) effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of such registration statement at the time of its effectiveness (or at such deemed time of effectiveness pursuant to Rule 430B) (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Prospectus” means the prospectus in the form first used in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Subscription AgreementAgreement to the Registration Statement or the Prospectus shall be deemed to refer to and include any document incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein.
Appears in 1 contract
Xxxxxxx Representations and Warranties. Xxxxxxx represents and warrants to the Investor that:
x. Xxxxxxx is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Xxxxxxx has all corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.
b. As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the Investor against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under Xxxxxxx’x certificate of incorporation (as amended to the Closing Date) or under the General Corporation Law of the State of Delaware.
c. The Shares are notThis Subscription Agreement has been duly authorized, executed and delivered by Xxxxxxx and, assuming that this Subscription Agreement constitutes the valid and binding agreement of the Investor, this Subscription Agreement is enforceable against Xxxxxxx 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, or (ii) principles of equity, whether considered at law or equity. Xxxxxxx is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by Xxxxxxx of this Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) filings with the U.S. Securities and Exchange Commission (the “SEC”), (ii) filings required by applicable state securities laws, (iii) filings required by the Nasdaq, or such other applicable stock exchange on which Xxxxxxx’x common stock is then listed, and following (iv) the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
d. The issuance and sale of the Shares and the compliance by Xxxxxxx with all of the provisions of this Subscription Agreement and the consummation of the Transaction Closing transactions herein will be done in accordance with the Nasdaq marketplace rules and the Closing will not be, subject to any Transfer Restriction. The term “Transfer Restriction” means any condition to or restriction on the ability issuance and sale of the undersigned to pledge, sell, assign or otherwise transfer Shares and the Shares under any organizational document, policy or agreement of, compliance by or Xxxxxxx with Xxxxxxx, but excluding all of the restrictions on transfer described in paragraph 6(b) provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with respect or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Xxxxxxx or any of its subsidiaries pursuant to the status terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Xxxxxxx or any of its subsidiaries is a party or by which Xxxxxxx or any of its subsidiaries is bound or to which any of the property or assets of Xxxxxxx is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations or prospects of Xxxxxxx and its subsidiaries, taken as a whole (a “Material Adverse Effect”) or materially affect the validity of the Shares as or the legal authority of Xxxxxxx to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of Xxxxxxx; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Xxxxxxx or any of their properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Shares or the legal authority of Xxxxxxx to comply in all material respects with this Subscription Agreement.
e. As of the date hereof, Xxxxxxx has not received any written communication from a governmental entity that alleges that Xxxxxxx is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
f. As of the date hereof, each report, form, statement, schedule, prospectus, proxy, registration statement and other document, if any, (the “restricted securities” pending their registration for resale under SEC Reports”) required to be filed by Xxxxxxx with the SEC complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in accordance order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of Xxxxxxx included in the SEC Reports comply in all material respects with applicable accounting requirements and the terms rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of Xxxxxxx as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. A copy of each SEC Report is available to the Investor via the SEC’s XXXXX system. To the knowledge of Xxxxxxx, there are no outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports as of the date hereof.
g. [Intentionally Omitted].
h. As of the date of this Subscription Agreement, the authorized capital stock of Xxxxxxx consists of 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Shares”) and 550,000,000 shares of common stock, par value $0.0001 per share including (i) 500,000,000 shares of Class A Common Stock (“Class A Shares”) and (ii) 50,000,000 shares of Class B Common Stock (the “Class B Shares”). As of the date of this Subscription Agreement, (i) no Preferred Shares are issued and outstanding, (ii) 45,000,000 Class A Shares are issued and outstanding, (iii) 11,250,000 Class B Shares are issued and outstanding, and (iv) 11,250,000 redeemable warrants and 7,333,333 private placement warrants to acquire Class A Shares are outstanding. All (A) issued and outstanding Class A Shares and Class B Shares have been duly authorized and validly issued, are fully paid and are non-assessable and (B) outstanding warrants have been duly authorized and validly issued. Except as set forth above and pursuant to the Other Subscription Agreements, the Transaction Agreement and the other agreements and arrangements referred to therein, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Xxxxxxx any Class A Shares, Class B Shares or other equity interests in Xxxxxxx, or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, Xxxxxxx has no subsidiaries, other than Merger Sub, and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no stockholder agreements, voting trusts or other agreements or understandings to which Xxxxxxx is a party or by which it is bound relating to the voting of any securities of Xxxxxxx, other than (1) as set forth in the SEC Reports and (2) as contemplated by the Transaction Agreement.
i. The issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Exchange Act, and are listed for trading on Nasdaq. As of the date hereof, there is no suit, action, proceeding or investigation pending or, to the knowledge of Xxxxxxx, threatened against Xxxxxxx by Nasdaq or the SEC, respectively, to prohibit or terminate the listing of the Class A Shares. Xxxxxxx has taken no action that is designed to terminate the listing of the Class A Shares on Nasdaq or the registration of the Class A Shares under the Exchange Act.
j. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 6, no registration under the Securities Act is required for the offer and sale of the Shares by Xxxxxxx to the Investor hereunder. The Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.
k. Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of Xxxxxxx, threatened against Xxxxxxx or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against Xxxxxxx.
x. Xxxxxxx has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which the undersigned could become liable. Other than Xxxxxxx Sachs & Co. LLC, Xxxxxx Xxxxxxx & Co. LLC or any of their respective affiliates (collectively, the “Placement Agents”), Xxxxxxx is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Shares.
x. Xxxxxxx is not, and immediately after receipt of payment for the Shares, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
x. Xxxxxxx understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the undersigned.
Appears in 1 contract
Samples: Subscription Agreement (Conyers Park II Acquisition Corp.)
Xxxxxxx Representations and Warranties. Xxxxxxx The Company represents and warrants to the Investor that:
x. Xxxxxxx (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Xxxxxxx The Company has all corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.
b. (b) As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the Investor against full payment therefor in accordance with the terms of this Subscription AgreementAgreement and the LSA, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under Xxxxxxx’x the Company’s certificate of incorporation (as amended to the Closing Date) or under the General Corporation Law of the State of Delaware.
c. (c) This Subscription Agreement has been duly authorized, executed and delivered by the Company and, assuming that this Subscription Agreement constitutes the valid and binding agreement of Investor, this Subscription Agreement is enforceable against the Company 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, or (ii) principles of equity, whether considered at law or equity.
(d) The issuance and sale of the Shares are not, and following the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the Transaction Closing and the Closing transactions contemplated herein will not beconflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject that would reasonably be expected to any Transfer Restriction. The term “Transfer Restriction” means any condition to or restriction have a material adverse effect on the ability business, financial condition or results of operations of the undersigned to pledgeCompany, sell, assign taken as a whole (a “Material Adverse Effect”) or otherwise transfer materially affect the Shares under any organizational document, policy or agreement of, by or with Xxxxxxx, but excluding the restrictions on transfer described in paragraph 6(b) of this Subscription Agreement with respect to the status validity of the Shares as “restricted securities” pending their registration for resale under or the Securities Act legal authority of 1933, as amended (the “Securities Act”) Company to comply in accordance all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of their properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Shares or the legal authority of the Company to comply in all material respects with this Subscription Agreement.
Appears in 1 contract
