C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchasers will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchasers.
D. Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 221,000,000 shares of common stock (which consist of 200,000,000 shares of the Companys Class A Common Stock and 20,000,000 shares of the Companys Class B common stock, par value $0.0001 per share (the Class B Common Stock)) and 1,000,000 shares of the Companys preferred stock, par value $0.0001, per share (the Preferred Stock). As of the date hereof, the Company has issued and outstanding no shares of Class A Common Stock, 8,625,000 shares of Class B Common Stock (of which up to 1,125,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.
E. Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.
Section 3. Representations and Warranties of the Purchasers. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchasers, the Purchasers hereby represent and warrant to the Company (severally and not jointly, and which representations and warranties shall survive the Closing Date) that:
A. Organization and Requisite Authority. Such Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
B. Authorization; No Breach.
(i) This Agreement constitutes a valid and binding obligation of the Purchasers, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii) The execution and delivery by the Purchasers of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchasers does not and shall not as of the Closing Date conflict with or result in a breach by the Purchasers of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which each Purchaser is subject.
C. Investment Representations.
(i) The Purchasers are acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the Securities), for their own accounts, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii) Each Purchaser is an accredited investor as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the Securities Act).