3.3 Conditions to Closing of the Subscriber.
The Subscribers obligation to purchase the Securities at the Closing is subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
3.3.1 Representations and Warranties Correct. The representations and warranties made by the Company in Section 2 hereof shall be true and correct in all material respects when made and shall be true and correct in all material respects on and as of the Closing Date and closing of the IPO, as the case may be (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date), with the same force and effect as if they had been made on and as of said date.
3.3.2 Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all material respects.
3.3.3 Blue Sky. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or secured an exemption therefrom, required by any state for the offer and sale of the Securities.
3.3.4 Registration Rights Agreement. The Company and Subscriber shall have entered into a registration rights agreement (the Registration Rights Agreement) with respect to the Securities, together with the securities issued to Pivotal Acquisition Holdings LLC.
3.3.6 IPO Closing. The Company shall have consummated the IPO.
3.3.7 Business Combination. The Companys proposed initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the Business Combination) shall have been approved by unanimous vote of the Board of Directors of the Company and the conditions to the closing of the Business Combination, including the approval of the Companys stockholders, if applicable, shall have been satisfied or waived.
3.3.8 Due authorization. Upon issuance, all shares of common stock of the Company comprising all or a portion of the Securities shall be duly and validly authorized and issued, fully paid and nonassesable. Upon issuance, all warrants of the Company comprising all or a portion of the Securities shall be valid and binding obligations of the Company, enforceable in accordance with their terms. Upon the issuance of any such warrants, all shares of common stock issuable upon exercise thereof shall have been reserved for issuance upon the exercise of the warrants and such shares, upon issuance, shall be duly and validly authorized and issued, fully paid and nonassesable. Upon issuance, all debt securities of the Company comprising all or a portion of the Securities shall be valid and binding obligations of the Company, enforceable in accordance with their terms, and the issuance thereof, and performance of the Companys obligations thereunder, shall not (a) conflict with or violate any provision of the Companys amended and restated certificate of incorporation, as then in effect, (b) conflict with or violate in any material way any law, order or consent applicable to the Company or any of its properties or assets, or (c) (i) violate, conflict with or result in a material breach of, (ii) constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make material payments or provide compensation under, (vii) result in the creation of any material lien or encumbrance upon any of the properties or assets of the Company under, (viii) give rise to any material obligation to obtain any third party consent or provide any notice to any person or entity or (ix) give any person or entity the right to declare a material default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any agreement, commitment or obligation of the Company.
4. Intentionally Omitted.
5. Restrictions on Transfer. Subscriber hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities proposed to be transferred shall then