c. Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of Yakira in connection with the consummation of the transactions contemplated by this Agreement.
d. Compliance with Other Instruments. The execution, delivery and performance by Yakira of this Agreement and the consummation by Yakira of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to Yakira, in each case (other than clause (i)), which would have a material adverse effect on Yakira or its ability to consummate the transactions contemplated by this Agreement.
e. Share-Holdings. As of November 18, 2019, Yakira held 608,750 Shares and 439,299 Rights, none of which have been sold, offered or contracted to be sold, pledged transferred, assigned or otherwise disposed of, directly or indirectly, or hedged, since such date.
f. Disclosure of Information. Yakira has had an opportunity to discuss GigCapitals and the Companys business, management, financial affairs and the terms and conditions of this Agreement, as well as the terms of the Business Combination, with GigCapitals management.
g. No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, neither Yakira or any person acting on behalf of Yakira nor any of Yakiras affiliates (the Yakira Parties) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to Yakira and this offering, and the Yakira Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by GigCapital in Section 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Yakira Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by GigCapital, any person on behalf of GigCapital or any of GigCapitals affiliates (collectively, the GigCapital Parties).
4. Representations and Warranties of GigCapital. GigCapital represents and warrants to Yakira as follows:
a. Organization and Corporate Power. GigCapital is a corporation duly incorporated and validly existing and in good standing as a corporation under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. GigCapital has no subsidiaries.
b. Authorization. All corporate action required to be taken by GigCapitals Board of Directors in order to authorize GigCapital to enter into this Agreement has been taken or will be taken prior to the Rights Shares Closing and the Shares Closing. All action on the part of the directors and officers of GigCapital necessary for the execution and delivery of this Agreement, the performance of all obligations of GigCapital and the Company under this Agreement to be performed as of the Rights Shares Closing and the Shares Closing, has been taken or will be taken prior to Rights Shares Closing and the Shares Closing. This Agreement, when executed and delivered by GigCapital, shall constitute the valid and legally binding obligation of GigCapital, enforceable against GigCapital in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.