a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.
2.2.2 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or Bylaws of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company is subject, or (iv) any agreement, order, judgment or decree to which the Company is subject.
2.2.3 Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Securities will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber will have or receive good title to the Securities, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions described herein and under federal and state securities laws, and (b) liens, claims or encumbrances imposed due to the actions of the Subscriber. The Company will reserve sufficient Shares to permit issuance of all of the Securities, including full exercise of the Warrants.
2.2.4 No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any such transactions or seeks to recover damages or to obtain other relief in connection with any such transactions.
2.2.5 Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the Securities, the performance of all obligations of the Company required pursuant hereto, and the authorization, issuance (or reservation for issuance) of the Securities, has been taken. Upon execution and delivery by the Company and each of the other parties of this Agreement, this Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When issued, the Units and Warrants will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms.
2.2.6 Capitalization. The authorized capital stock of the Company on the date hereof, consists of 160,000,000 shares of Class A Common Stock, no shares of which are issued and outstanding, 40,000,000 shares of Class B common stock, par value $0.0001 per share (Class B Common Stock and, collectively with the Class A Common Stock, the Common Stock), 5,031,250 shares of which are issued and outstanding (including up to 656,250 shares subject to forfeiture in the event that the underwriters over-allotment option is not exercised in full), and 1,000,000 shares of preferred stock, no shares of which are issued and outstanding. All issued and outstanding shares of the Class B Common Stock (a) have been duly authorized and validly issued, and (b) are fully paid and non-assessable. The rights, preferences, privileges and restrictions of the Common Stock are as stated in the Certificate of Incorporation currently on file with the Delaware Secretary of State. There are no outstanding rights, options, warrants, preemptive rights, rights of first refusal or similar rights for the purchase or acquisition from the Company of any securities of the Company.
2.2.7 No Governmental Consents. No governmental, administrative or other third party consents or approvals are required or necessary on the part of the Company in connection with the transactions contemplated by this Agreement, other than the filing of a Form D with the Securities and Exchange Commission and such state Blue Sky, FINRA and Nasdaq consents and approvals as may be required.
3. Settlement Date and Delivery.
3.1 Closing. The settlement of the forward purchase contract for the purchase and sale of the Securities hereunder (the Closing) shall be held at the same date and time as the closing of the Business Combination (the date of the Closing being referred to as the Closing Date). At the Closing, the Company will issue to the