questionnaire furnished to the Company, if any, is true and accurate in all material respects as of the date when such questionnaire was furnished. Except as otherwise disclosed in any publicly available filings with the Commission, the Sponsor and each Insider represents and warrants, each as to itself and not jointly with any other person, that: as of the date hereof, it, he or she is not subject to, or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; and it has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it is not currently a defendant in any such criminal proceeding.
9. Except as disclosed in, or as expressly contemplated by, the Prospectus, or as otherwise contemplated in the proxy statement related to the Companys Partnering Transaction, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive from the Company any finders fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of, the Companys Partnering Transaction (regardless of the type of transaction that it is).
10. The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or a director of the Company.
11. As used herein, (i) Partnering Transaction shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar partnering transaction, involving the Company and one or more businesses; (ii) Shares shall mean, collectively, the Series A Common Shares and the Founder Shares; (iii) Series A Common Shares shall mean shares of Series A Common Stock; (iv) Founder Shares shall mean (a) the 8,625,000 shares of the Companys Series F common stock, par value $0.0001 per share, initially purchased by the Sponsor in a private placement prior to the Public Offering, (b) shares of the Companys Series B common stock, par value $0.0001 per share, issued upon the conversion of such shares of Series F common stock, and (c) Series A Common Shares issued upon the conversion of such shares of Series B common stock; (v) Private Placement Units shall mean the units that will be acquired by the Sponsor for an aggregate purchase price of $10,000,000 in the aggregate (or $10,900,000 if the over-allotment option is exercised in full), at $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering (including the shares of Series A Common Stock (the Private Placement Shares) and private placement warrants underlying such units (the Private Placement Warrants) and the shares of Series A Common Stock issuable upon exercise of such Private Placement Warrants thereof); (vi) Public Stockholders shall mean the holders of securities issued in the Public Offering; (vii) Trust Account shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the Private Placement Units shall be deposited; and (viii) Transfer shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,