(b) Capitalization. As of the date of this Agreement, the authorized share capital of the Company consists of:
(i) 500,000,000 Class A Shares, none of which are issued and outstanding.
(ii) 200,000,000 Class B Shares, none of which are issued and outstanding.
(iii) 500,000,000 Class C ordinary shares of the Company, par value $0.0001 per share, none of which are issued and outstanding.
(iv) 20,000,000 Class F ordinary shares of the Company, par value $0.0001 per share (Class F Share(s)), 8,625,000 of which are issued and outstanding (1,125,000 of which are subject to forfeiture to the extent that the underwriters over-allotment option in connection with the IPO is not exercised in full). All of the issued and outstanding Class F Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.
(v) 50,000,000 preference shares of the Company, par value $0.0001 per share (Preference Shares), none of which are issued and outstanding.
(c) Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the issuance and sale of the Forward Purchase Units, including the Forward Purchase Shares and the Forward Purchase Warrants included in the Forward Purchase Units, have been duly authorized by the Company as of the FPU Closing Date. This Agreement constitutes the valid and binding obligation of the Company, 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). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Forward Purchase Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.
(ii) The execution and delivery by the Company of this Agreement and the issuance and sale of the Forward Purchase Units, including the Forward Purchase Warrants and the Forward Purchase Shares included in the Forward Purchase Units, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of the FPU Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Companys share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Companys amended and restated memorandum and articles of association, as they may be amended from time to time (the Articles) or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for (x) any filings required after the date hereof under federal or state securities laws, or (y) any required approval of the shareholders of the Company, as applicable.