agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors rights generally from time to time in effect and by equitable principles of general applicability.
(z) The Insider Letter to be executed by the Company, the Sponsor and each officer, director and advisor of the Company has been duly authorized and will be executed and delivered by the Company, the Sponsor and, to the Companys knowledge, each such officer, director and advisor, respectively, and, upon execution and delivery, will constitute valid and binding agreements of the Company, the Sponsor and, to the Companys knowledge, each such officer, director and advisor, respectively, enforceable against the Company, the Sponsor and, to the Companys knowledge, each such officer, director and advisor, respectively, in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors rights generally from time to time in effect and by equitable principles of general applicability.
(aa) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Statutory Prospectus and the Prospectus, will not be an investment company as defined in the Investment Company Act of 1940, as amended.
(bb) Since the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus and the Prospectus, there has not been any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not occurring in the ordinary course of business.
(cc) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Founders Purchase Agreement, the Registration Rights Agreement or the Insider Letter except for the registration under the Act and the Exchange Act of the Securities and such as may be required under state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Statutory Prospectus and the Prospectus.
(dd) The Company is not in violation or default of (i) any provision of its Certificate of Incorporation or Bylaws, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any (x) statute, law, rule, regulation, or (y) judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company; except in the case of clauses (ii) and (iii) as would not be reasonably expected, individually or in the aggregate, to have a material adverse effect on the financial condition, prospects, earnings, business or properties of the Company, taken as a whole, whether or not arising from transactions in the ordinary course of business (a Material Adverse Effect).