resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (a) an effective registration statement under the Securities Act; or (b) an exemption from registration available with respect to such offer, sale, pledge or other transfer. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or available exemption, Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite the release or waiver of any contractual transfer restrictions.
2.1.8. No Brokers. No broker, finder or other financial consultant has acted on behalf of Subscriber in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability for the Company.
2.2. Companys Representations, Warranties and Agreements. To induce Subscriber to purchase the Shares, the Company hereby represents and warrants to Subscriber and agrees with Subscriber as follows:
2.2.1. Organization and Authority. The Company is a Cayman Islands exempted company, and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. This Agreement is a legal, valid and binding agreement of the Company, enforceable against the Company 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).
2.2.2. No Conflicts. The execution, delivery and performance by the Company of this Agreement does not, and the consummation by the Company of the transactions contemplated hereby will not, (a) violate, conflict with or constitute a default under the formation, governing or other organizational documents of the Company, (b) violate, conflict with or constitute a default under any agreement, indenture or instrument to which the Company is a party, (c) violate, conflict with or constitute a default under any law, statute, rule, regulation, order, judgment or decree to which the Company is subject, or (d) require the consent or approval of any governmental, administrative or other third-party.
2.2.3. Title to Securities. Upon issuance in accordance with, and payment of the Purchase Price pursuant to, the terms hereof, (a) the Shares will be duly and validly issued, fully paid and nonassessable; and (b) Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and other agreements to which the Shares may become subject, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of Subscriber.
2.2.4. No Brokers. No broker, finder or other financial consultant has acted on behalf of the Company in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability for Subscriber.