The $450 million PIPE is along with the $400 million in money proceeds raised by Northern Star Investment Corporation in its January 2021 IPO. Assuming no redemptions and the current capital on its balance sheet, Apex is projected to have over $1 billion in available capital when the transaction closes. The deal is projected to close someday within the second quarter of 2021 following Northern Star’s final proxy distribution and stockholder vote approving the merger. ”) that the undersigned may have now or sooner or later, and gained’t seek recourse towards the Trust Account with respect to such Released Claims.
The Investor should check the applicable field in either Part A or Part B belowand the applicable box in Part C below. Neither this Subscription Agreement nor any rights that may accrue to the Investor hereunder could additionally be transferred or assigned. Each Voting Party agrees not to exercise any proper to redeem any Voting Shares Beneficially Owned as of the date hereof or acquired and held in such capacity subsequent to the date hereof.
Immediately following the Mergers, PEAK6 and its associates will personal a majority of the Northern Star Common Stock. Founded in 2010, Gett leverages its deep expertise throughout each consumer and company domains. Since 2017, the Company has focused principally on B2B, creating a wholly new B2B ground transportation market organizing all vendors in a single platform and offering a cloud-based spend management software program. Gett’s market aggregates and organizes hundreds of impartial ground transportation suppliers, together with company fleets, experience hailing companies, taxis, and limousines. Gett estimates that its spend administration software helps companies save 25% on average and up to 49% of their floor transportation spend. For U.S. federal earnings tax purposes, it is meant that the subscriptions for and purchases of Ordinary Shares pursuant to this Subscription Agreement and the Other Subscription Agreements will be handled along with the Transaction as a single built-in transaction that qualifies beneath Section 351 of the Code.
Except as would not reasonably be expected to have a Material Adverse Effect with respect to the Company and the Target Companies, taken as an entire, the Company and every Target Company has the advantage of applicable preparations for the upkeep, assist and catastrophe restoration of their IT Systems. Section 4.14 of the SPAC Disclosure Schedules sets forth a true, right and complete list of the Contracts and preparations which are in existence as of the date of this Agreement underneath which there are any present or future Liabilities or obligations between SPAC, on the one hand, and any current or former director, officer, employee, manager, direct equityholder or Affiliate of SPAC, or any immediate member of the animationers family of any of the foregoing, or record or helpful proprietor of greater than five % (5%) of SPAC’s excellent capital stock as of the date hereof, on the other hand. All SPAC Material Contracts have been made out there to the Company apart from these which are reveals to the SEC Reports. There is no pending or, to the Knowledge of SPAC, threatened Action to which SPAC is subject which would fairly be anticipated to have a Material Adverse Effect on SPAC or on the flexibility of SPAC to enter into and perform its obligations under this Agreement or that in any manner seeks to stop, enjoin, alter or materially delay the Transactions.
The Parties hereto agree that they’ve been represented by counsel during the negotiation and execution of this Agreement and, subsequently, waive the applying of any legislation, regulation, holding or rule of construction providing that ambiguities in an agreement or other document might be construed in opposition to the Party drafting such settlement or document. This Agreement shall be governed by and construed in accordance with the inner law of the State of Delaware regardless of the legislation which may in any other case govern under relevant ideas of conflicts of law thereof. The Company shall cause each executive officer of the Company or its Subsidiaries to, at or previous to Closing repay to the Company any loan by the Company to such Person and some other amount owed by such Person to the Company; and cause any guaranty or comparable arrangement pursuant to which the Company has guaranteed the payment or performance of any obligations of such Person to a 3rd party to be terminated. Shall survive the Closing and are meant to be for the good factor about, and shall be enforceable by, each Person who will have been a director, supervisor or officer of the Company or its Subsidiaries for all intervals ending on or before the Closing Date and may not be changed with out the consent of a majority of these Persons serving on Parent’s board of directors after the Closing Date who served on the Company’s board of managers instantly prior to the Closing. The rights of each D&O Indemnified Party and Parent D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, some other rights such particular person could have underneath the Charter Documents of Parent or the Final Surviving Company or its Subsidiaries, another indemnification association, any requirement beneath relevant Law or in any other case.
☐ We are an employee profit plan throughout the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the funding determination is being made by a plan fiduciary, as outlined in Section 3 of such act, and the plan fiduciary is both a financial institution, an insurance coverage firm, or a registered investment adviser, or if the employee profit plan has complete belongings in excess of $5 million. Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the good thing about the parties hereto and their heirs, executors, administrators, successors, authorized representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. In making its decision to buy the Shares, the undersigned has relied solely upon impartial investigation made by the undersigned and the representations or warranties of the Company herein.