In connection with the consummation of the Business Combination, the warrants held by
Trasimene Capital FT, LP II (FTAC II Sponsor) will be transferred to FTAC II in exchange for shares of Class C common stock, par value $0.0001 of FTAC II (the Class C Common Stock), and
immediately thereafter FTAC II Sponsor will transfer and contribute such shares of Class C Common Stock to the LLC in exchange for exchangeable units of the LLC (as provided for in the Sponsor Agreement). Such exchangeable units will be
exchangeable into Company Common Shares or cash, as determined by the LLC, on the same terms as such warrants, following the first anniversary of the closing and expiring on the fifth anniversary of the closing.
Representations and Warranties
The
Merger Agreement contains representations and warranties of the parties thereto with respect to, among other things, (i) entity organization, formation and authority, (ii) authorization to enter into the Merger Agreement,
(iii) capital structure, (iv) consents and approvals, (v) financial statements, (vi) liabilities, (vii) real estate, (viii) litigation, (ix) material contracts, (x) taxes, (xi) intellectual property,
(xii) absence of changes, (xiii) environmental matters, (xiv) employee matters, (xv) licenses and permits, (xvi) compliance with laws and (xvii) regulatory matters. The representations and warranties of the parties
contained in the Merger Agreement will terminate and be of no further force and effect as of the closing of the Transactions.
Covenants
The Merger Agreement contains customary covenants of the parties, including, among others, covenants providing for (i) the operation of
the parties respective businesses prior to consummation of the Transactions, (ii) FTAC II and PGHLs efforts to satisfy conditions to consummation of the Transactions, (iii) FTAC II and PGHL to cease discussions regarding
alternative transactions, (iv) FTAC II, PGHL and the Company to prepare and file a registration statement on Form F-4 in connection with the registration under the Securities Act of 1933, as amended (the
Securities Act) of the Company Common Shares to be issued pursuant to the Merger Agreement, which will also contain a prospectus and proxy statement for the purpose of soliciting proxies from FTAC IIs stockholders to vote in
favor of certain matters (the FTAC II Stockholder Matters), including the adoption of the Merger Agreement, approval of the Transactions, amendment and restatement of FTAC IIs second amended and restated certificate of
incorporation and certain other matters at a special meeting called therefor (the Special Meeting), (v) the protection of, and access to, confidential information of the parties and (vi) the parties efforts to obtain
necessary approvals from governmental agencies.
Conditions to Closing
The consummation of the Transactions is subject to customary closing conditions for transactions involving special purpose acquisition
companies, including, among others: (i) approval of the FTAC II Stockholder Matters by FTACs stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, (iii) receipt of other required regulatory approvals, (iv) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions being in force, (v) FTAC II having at least $5,000,001 of net
tangible assets as of the closing of the Transactions, (vi) the Form F-4 having become effective, (vii) the Company Common Shares having been approved for listing on the New York Stock Exchange, and
(viii) customary bring down conditions. Additionally, the obligations of PGHL and the Company to consummate the Transactions are also conditioned upon, among others, (A) the amount of Available Closing Cash being least $3,400,000,000 as of
the closing of the Transactions, (B) the audited and interim financial statements of Pi Jersey Holdco being available for issuance and (C) each of the covenants of the parties to the Sponsor Agreement (as defined below) having been
performed as of or prior to the closing of the Transactions in all material respects, and none of such parties having threatened (orally or in writing) that the Sponsor Agreement is not valid, binding and in full force and effect, that the Company
is in breach of or default under the Sponsor Agreement or to terminate the Sponsor Agreement.
Termination
The Merger Agreement may be terminated at any time, but not later than the closing of the Transactions, as follows:
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(i)
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by mutual written consent of FTAC II and PGHL;
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