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 Investment Holdings II 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 be effective or (b) the Company has received an opinion of counsel for the Company that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and under all applicable state securities laws. All certificates representing the Securities shall have endorsed thereon a legend substantially as follows:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.
The Company agrees to cause its counsel to deliver an opinion to the Companys transfer agent directing the removal of the foregoing legends once able to do so pursuant to applicable securities laws.