of the property or assets of TPG Pace pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which TPG Pace is a party or by which TPG Pace is bound or to which any of the property or assets of TPG Pace is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, shareholders equity or results of operations of TPG Pace (a Material Adverse Effect) or materially affect the validity of the Acquired Shares or the legal authority of TPG Pace to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of TPG Pace; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over TPG Pace or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of TPG Pace to comply in all material respects with this Subscription Agreement.
(e) There are no securities or instruments issued by or to which TPG Pace is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Acquired Shares or (ii) the shares to be issued pursuant to any Other Subscription Agreement that have not been or will not be validly waived on or prior to the Closing Date.
(f) TPG Pace is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of TPG Pace, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which TPG Pace is now a party or by which TPG Paces properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over TPG Pace or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
(g) TPG Pace is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Acquired Shares), other than (i) the filing with the Commission of the Registration Statement (as defined below), (ii) filings required by applicable state securities laws, (iii) the filing of a Notice of Exempt Offering of Securities on Form D with the Commission under Regulation D of the Securities Act, (iv) the filings required in accordance with Section 9(r) of this Subscription Agreement, (v) those required by the New York Stock Exchange (the NYSE), and (vi) the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
(h) The authorized capital shares of TPG Pace immediately prior to the Closing consists of (i) 200,000,000 Class A Shares; (ii) 20,000,000 Class F ordinary shares, par value $0.0001 per share (Class F Shares); and (iii) 1,000,000 preference shares, par value $0.0001 per share (Preference Shares). As of the date hereof: (i) no Preference Shares are issued and outstanding; (ii) 35,000,000 Class A Shares are issued and outstanding; (iii) 8,750,000 Class F Shares are issued and outstanding; and (iv) 13,000,000 warrants to purchase 13,000,000 Class A Shares are outstanding.