Confidential
conflict with or result in a breach or violation of the provisions of the organizational documents of PFDR; or (ii) 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 PFDR or any of its properties that would, in each case, reasonably be expected to have, individually or in the aggregate, a Pathfinder Material Adverse Effect (as defined in the Business Combination Agreement) or materially affect the validity of the Shares or the legal authority of PFDR to comply in all material respects with the terms of this Subscription Agreement.
e. Neither PFDR nor its subsidiaries shall knowingly, directly or indirectly, use the proceeds received pursuant to this Subscription Agreement, or lend, contribute or otherwise make available such proceeds received pursuant to this Subscription Agreement to any Person, to fund any activities of or business with any Person that, at the time of such funding, is a an individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on the Office of Foreign Assets Control of the United States Department of the Treasury’s (“OFAC”) List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority of Hong Kong, the United States, United Nations, European Union or United Kingdom, (iii) located, organized or resident in a Designated Jurisdiction, or (iv) the government of a Designated Jurisdiction or the Government of Venezuela (any such person, a “Sanctioned Person”), or in any other manner that will result in a violation by any Person of any sanction administered or enforced by the United States government (including OFAC and the U.S. Department of State), and any other applicable sanctions administered or enforced by the United Nations Security Council, the European Union, any Member State of the European Union, the Government of Canada, the United Kingdom, including His Majesty’s Treasury (“HMT”), or other relevant sanctions authority of the United States, United Nations, European Union, United Kingdom or Canada (collectively, “Sanctions”).
f. Neither PFDR nor its subsidiaries shall knowingly, directly or indirectly, use the proceeds received pursuant to this Subscription Agreement for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions, it being noted that the undertaking as set out in this Section 6(f) is made if and to the extent that making it does not result in a breach or violation of Council Regulation (EC) No. 2271/96 of 22 November 1996 (the “EU Blocking Regulation”), any law or regulation implementing such EU Blocking Regulation in any member state of the European Union or the United Kingdom or any similar applicable blocking or anti-boycott laws or regulations, each as amended from time to time.
g. PFDR is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Federal Reserve Board), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds received pursuant to this Subscription Agreement, not more than 25% of the value of the assets (either of the PFDR only or of PFDR and its subsidiaries on a consolidated basis) will be margin stock.
h. PFDR 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 PFDR, (ii) any loan or credit agreement, guarantee, not, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Subscription Agreement, PFDR is a party or by which PFDR’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over PFDR 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 reasonably be expected to have, individually or in the aggregate, a Pathfinder Material Adverse Effect.
i. Neither PFDR nor any of its subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does PFDR nor any of its subsidiaries have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration.
j. PFDR is not, and immediately after receive of payment for the Shares will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
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