Quantum FinTech Acquisition Company is a blank verify company. Fintech Acquisition Corp. III is primarely within the business of blank checks. III Dad or mum Corp., a Delaware company (“Holdings”) and GTCR-Ultra Holdings, LLC, a Delaware restricted legal responsibility company (“Seller”), Daniel Cohen and Betsy Cohen, both directly or by one or more rapid members of the family or a number of affiliated household trusts (the “Key Sponsors”). Possession. Such Sponsor is the report and helpful proprietor (as outlined in the Securities Act) of, and has good title to, all of (x) the Sponsor Promote Shares and (y) the Sponsor Existing Co-Make investments Shares set forth opposite such Sponsor’s identify on Schedule I and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or in any other case dispose of such Sponsor Shares (aside from transfer restrictions below the Securities Act)) affecting any such Sponsor Shares, other than any Permitted Encumbrances or pursuant to (i) this Assist Agreement, (ii) the Acquiror Organizational Paperwork, (iii) the Merger Settlement, (iv) the Letter Settlement or (v) any applicable securities laws. Litigation. There are not any Actions pending against such Sponsor, or to the information of such Sponsor fintech startups berlin threatened against such Sponsor, before (or, within the case of threatened Actions, that could be before) any arbitrator or any Governmental Authority, which in any method challenges or seeks to prevent, enjoin or materially delay the efficiency by such Sponsor of its, his or her obligations under this Assist Settlement.
Such Sponsor had the chance to read the Merger Settlement and this Sponsor Agreement and has had the opportunity to seek the advice of with its tax and legal advisors. Every of the Sponsors shall deliver to Holdings a duly executed joinder to that sure Registration Rights Agreement (the “Holdings Registration Rights Agreement”), by and amongst Holdings, the Sponsors, Vendor and the other events signatories thereto, in substantially the type connected as Exhibit A to the Merger Agreement. On the Closing, the important thing Sponsors will subscribe for and purchase from Acquiror the Co-Invest Shares for a purchase worth of $10.00 per share and an aggregate purchase value of $20,000,000 (the “Key Sponsor Co-Invest Amount”) in accordance with the phrases and conditions of the key Sponsor Co-Make investments Settlement. The Sponsors won’t permit the Letter Settlement to be amended or modified with out the Company’s consent during the time period of this Support Agreement. This Assist Agreement, the rights and duties of the parties hereto, and any disputes (whether or not in contract, tort or fintech startups berlin statute) arising out of, beneath or in reference to this Support Agreement might be governed by and construed and enforced in accordance with the Laws of the State of Delaware, with out giving impact to its principles or guidelines of conflict of laws to the extent such principles or guidelines would require or permit the application of the Laws of one other jurisdiction.
Brokerage Fees. Besides as disclosed in Section 8.05 of the Merger Settlement and apart from arrangements entered into by any Firm Celebration, no financial advisor, investment banker, broker or finder is entitled to any payment or fee from any Acquiror Celebration or any of their respective Associates in reference to the Merger Settlement, the agreements ancillary thereto, this Assist Agreement or any of the respective transactions contemplated thereby and hereby in every case based upon any arrangement or agreement made by or, to the information of such Sponsor, on behalf of such Sponsor, for which any Acquiror Celebration would have any material obligations or liabilities of any sort or nature (other than indemnification obligations) following the Closing. A registration statement referring to the units and the underlying securities was declared efficient by the Securities and Alternate Fee on September 24, 2020. This press release shall not represent a suggestion to sell or the solicitation of an offer to purchase, fintech startups berlin nor shall there be any sale of, these securities in any state or jurisdiction in which such supply, solicitation, or sale could be unlawful previous to registration or qualification under the securities laws of any such state or jurisdiction.
Part 1.9 Assist for Transaction.26 of the Merger Agreement, (e) for any proposal to adjourn or postpone the applicable stockholder meeting to a later date if (and only if) (1) there aren’t adequate votes for approval of the Merger Agreement and some other proposals related thereto as set forth in the Proxy Assertion on the dates on which such conferences are held or (2) the closing condition in Part 10. Prior to any legitimate termination of the Merger Settlement, (x) each Sponsor shall take, or cause to be taken, all actions and to do, or If you have any queries with regards to in which and how to use fintech startups berlin, you can call us at our own website. cause to be finished, all things moderately crucial underneath applicable Laws to consummate the Merger and the opposite transactions contemplated by the Merger Agreement and on the phrases and topic to the situations set forth therein, and (y) each Sponsor shall be bound by and adjust to Sections 9.09 (Exclusivity) and 9.01 (Inspection) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Person have been a signatory to the Merger Agreement with respect to such provisions.