The Participant acknowledges the reasonableness of the scope of the covenants set forth on this Section 10, and the Participant agrees that she or he will not, in any action, go well with or other continuing, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration or scope of the covenants set forth herein and the Participant hereby waives any such defence. Incorporation of NED Share Plan. All phrases, circumstances and restrictions of the NED Share Plan, as amended every so often, are integrated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the NED Share Plan and this Agreement, the terms and circumstances of the NED Share Plan, as interpreted by the Committee, shall govern, besides to the extent this Agreement expressly modifications the default provisions contained in the NED Share Plan, by which case the provisions of this Agreement shall govern.
The Company, taken as a complete with its Subsidiaries, has enough staff to operate the enterprise of the Company and its Subsidiaries as currently carried out. The consummation of the transactions contemplated hereby is not going to, either alone or in combination with another occasion, end in any “excess parachute payment” beneath Section 280G of the Code (or any corresponding provision of state, local, or non-U.S. Tax Law). No Company Benefit Plan offers for a Tax gross-up, make complete or similar cost with respect to the Taxes imposed under Sections 409A or 4999 of the Code. The Company and its Subsidiaries maintain a program of policies, procedures and inner controls fairly designed and carried out to provide reasonable assurance that violation of applicable Law by any of the Company’s or its Subsidiaries’ directors, officers, staff or its or their respective Representatives or other Persons, acting on behalf of the Company or any of the Company’s Subsidiaries, shall be prevented, detected and deterred. ”), against the Company or any of the Company’s Subsidiaries or their respective properties or property; and there could be no outstanding Governmental Order imposed upon the Company or any of the Company’s Subsidiaries; nor are any properties or property of the Company or any of the Company’s Subsidiaries’ respective companies sure or topic to any Governmental Order, besides, in every case, as wouldn’t, individually or within the combination, be or fairly be expected to be material to the enterprise of the Company and its Subsidiaries . The Pro Forma Financial Statements will, when offered, current fairly in all materials respects the knowledge proven therein and will have been compiled on a foundation according to that of the Financial Statements.
There are no materials Actions by any Person pending to which the Company or any of the Company’s Subsidiaries is a named get together, or as to which the Company or any of its Subsidiaries has received a risk in writing, alleging a violation of any third Person’s privacy or private data rights. Of the Company Disclosure Letter, any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which might not, individually or within the aggregate, have, or fairly be anticipated to have, a cloth antagonistic effect on the power of the Company to enter into and carry out its obligations under this Agreement, or be or moderately be expected to be material to the business of the Company and its Subsidiaries , and the submitting of the Amalgamation Proposal with ACRA and the issuance of the notice of amalgamation by ACRA in respect of the Amalgamation, every in accordance with the Singapore Companies Act. Notwithstanding clause above or any other provision of this Agreement on the contrary, if there are any Acquiror Shares which are owned by Acquiror as treasury shares or any Acquiror Shares owned by any direct or oblique subsidiary of Acquiror immediately previous to the Merger Effective Time, such Acquiror Shares shall be cancelled and shall stop zapier ceo sequoia financial to exist without any conversion thereof or fee or different consideration therefor. No get together shall be obligated to begin the Merger Closing, and the Plan of Merger shall not be filed with the Cayman Registrar, till twenty days shall have elapsed because the date on which the Authorization Notice is given (being the interval allowed for written discover of an election to dissent beneath Section 238 of the Cayman Companies Act, as referred to in Section 239 of the Cayman Companies Act), but in any occasion subject to the satisfaction or waiver of the entire conditions set forth in Sections eleven.1 and Section eleven.2. ” means the approval of this Agreement and the transactions contemplated hereby, including the Amalgamation, the Amalgamation Proposal and the transactions contemplated thereby, by a particular resolution of the holders of at least 75% of the Company Ordinary Shares entitled to vote, who attend and vote thereupon, pursuant to the terms and topic to the circumstances of the Company’s Governing Documents and applicable Law. ” means the warrants to purchase one Acquiror Class A Ordinary Share at an train value of $11.50 issued to the Sponsor prior to the date of this Agreement or to be issued to the Sponsor following the date of this Agreement in respect of any capitalization of Working Capital Loans.
No single or partial exercise of any proper, energy or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps to implement any such right, energy or treatment, shall preclude such celebration from any other or additional exercise thereof or the exercise of another right, energy or treatment hereunder. The election of any treatment by a party hereto shall not represent a waiver of the best of such get together to pursue other out there remedies. No notice to or demand on a celebration not expressly required beneath this Subscription Agreement shall entitle the celebration receiving such notice or demand to some other or additional notice or demand in related or other circumstances or constitute a waiver of the rights of the celebration giving such discover or demand to some other or further action in any circumstances with out such discover or demand. For the avoidance of doubt, any transaction contemplated by the Business Combination Agreement shall be deemed to not constitute an project of this Subscription Agreement or any rights, pursuits or obligations which will accrue to the events hereunder. Bridgetown 2 is in compliance with all applicable laws, besides where such non-compliance wouldn’t fairly be expected to have a Bridgetown 2 Material Adverse Effect. Bridgetown 2 has not obtained any written communication from a governmental authority that alleges that Bridgetown 2 isn’t in compliance with or is in default or violation of any relevant legislation, besides where such non-compliance, default or violation would not reasonably be expected to have, individually or within the combination, a Bridgetown 2 Material Adverse Effect.
All such cooperation, help and entry shall be granted during regular business hours and shall be granted under circumstances that shall not unreasonably intervene with the enterprise and operations of the Company, Acquiror, or their respective auditors. Acquiror, PubCo, Amalgamation Sub and the Company shall each use its commercially cheap efforts to cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and guidelines and regulations promulgated by the SEC, respond as promptly as fairly practicable to and resolve all feedback received from the SEC in regards to the Proxy/Registration Statement, trigger the Proxy/Registration Statement to be declared efficient underneath the Securities Act as promptly as practicable and maintain the Proxy/Registration Statement effective as lengthy as is important to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, PubCo, Acquiror and Amalgamation Sub shall use its commercially affordable efforts to take all or any motion required beneath any relevant federal or state securities Laws in reference to the issuance of PubCo Shares pursuant to this Agreement.