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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/09/22 Saud H R H Prince Alwaleed Bi… Al SC 13D 2:166K Twitter, Inc. Hogan Lovells US LLP |
Document/Exhibit Description Pages Size 1: SC 13D Statement of Acquisition of Beneficial Ownership HTML 47K by an "Active" Investor 2: EX-1 Underwriting Agreement or Conflict Minerals Report HTML 47K
(a) |
it has all necessary power and authority to execute, deliver and perform this letter agreement;
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(b) |
the execution, delivery and performance of this letter agreement by the Equity Investor (i) has been duly and validly authorized and approved by all necessary action and (ii) does not
and will not (x) violate any rule of Law, (y) contravene any provision of the Equity Investor’s charter, partnership agreement, operating agreement or similar organizational documents or (z) result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under any material contract binding on the Equity Investor’s assets to
which he is a party;
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(c)
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all consents, approvals, authorizations, permits of, filings with and notifications to, any
Governmental Authority necessary for the due execution, delivery and performance of this letter agreement by the Equity Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by,
and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this letter agreement;
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(d) | this letter agreement constitutes a legal, valid and binding obligation of the Equity Investor enforceable against the Equity Investor in accordance with its terms, except (i) as may be limited by any bankruptcy, insolvency, reorganization, moratorium and similar legal requirements affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law, in equity, in contract, in tort or otherwise; |
(e) | it has the financial capacity to pay and perform its obligations under this letter agreement for so long as this letter agreement shall remain in effect in accordance with Section 2 hereof; |
(f) | it has good and valid title to 100% of its Rollover Shares, free and clear of any Liens, other than restrictions on transfer that may be imposed by generally applicable securities Laws and has the power and authority to sell, transfer, assign, convey and deliver its Rollover Shares, it being understood and agreed that 23,585,528 of the Equity Investors Rollover Shares are subject to Liens which will be released prior to closing ; and |
(g) | the delivery of Rollover Shares to Parent pursuant to the terms hereof will convey to Parent good and valid title to such Rollover Shares, free and clear of all Liens, other than restrictions on transfer that may be imposed by generally applicable securities Laws. |
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Very truly yours.
EQUITY INVESTORS:
KINGDOM 5-KR- 289, LTD.
By: /s/ HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud
Name: HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud Title: Director KINGDOM 5-KR-252, LTD.
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Accepted and acknowledged:
PARENT:
X HOLDINGS I, INC.
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Rollover Shares
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KR-289
KR-252
Total:
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30,100,078
4,848,897
34,948,975
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This ‘SC 13D’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/9/22 | |||
5/4/22 | 3, 4 | |||
4/25/22 | 8-K, DEFA14A | |||
List all Filings |