No filing of, or modification or complement to the Proxy Statement/Prospectus shall be made with out the approval of Parent and the Company , and Parent shall promptly transmit any such amendment or complement to the Parent Stockholders, if at any time previous to the Special Meeting there shall be found any info that ought to be set forth in an amendment or supplement to the Proxy Statement/Prospectus. The board of directors or managers, as relevant, of each of Parent and each Merger Sub has, as of the date of this Agreement, unanimously declared the advisability of the Mergers and permitted this Agreement and the transactions contemplated hereby in accordance with the Charter Documents of Parent and Merger Subs, decided that the Mergers are in the best interests of the equityholders of Parent and Merger Subs, and determined that the fair market value of the Company is the same as a minimum of 80% of the balance within the Trust Fund . Except as set forth within the Parent SEC Reports filed prior to the date of this Agreement, each Parent Contract is in full pressure and impact, and, to the data of Parent, is legitimate and binding upon and enforceable against each of the events thereto, besides insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or comparable legal guidelines affecting creditors’ rights typically or by ideas governing the provision of equitable treatments.
Northern Star and Apex and their respective administrators, managers and executive officers, beneath SEC rules, may be deemed members within the solicitation of proxies of Northern Star’s stockholders in reference to the proposed business mixture. Security holders may get hold of extra detailed info concerning the names, affiliations and pursuits of sure of Northern Star’s executive officers and administrators in the solicitation by studying Northern Star’s filings with the SEC, together with its last prospectus dated January 25, 2021 filed with the SEC on January 27, 2021. Information in regards to the pursuits of individuals who may, beneath SEC rules, be deemed members in the solicitation of proxies to Northern Star’s stockholders in connection with the proposed business mixture might be set forth in the registration assertion for the proposed enterprise mixture that Northern Star intends to file with the SEC, which can include a proxy statement and prospectus. Stockholders, potential buyers and different involved persons ought to read the proxy statement/prospectus fastidiously when it turns into obtainable before making any voting or investment selections. In the occasion the Sponsor is a person, the Sponsor has full energy, right and legal capability to execute and deliver this Agreement, and to perform his or her obligations hereunder.
To the extent not prohibited by Law, the Company agrees to offer Parent and its counsel, and Parent agrees to supply the Company and its counsel, the opportunity, on affordable advance discover, to participate in any substantive conferences or discussions, either in person or by phone, between such celebration or any of its Affiliates, brokers or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in reference to the transactions contemplated hereby. Any such provisions of data, rights to participate or consultations between the parties may be made on a counsel-only or outside counsel-only basis to the extent required beneath applicable Law or as applicable to guard delicate business information or maintain attorney-client or different privilege; offered, that the Company or Parent, as relevant, could redact supplies to handle affordable privilege or confidentiality considerations, and to take away references regarding the valuation of the Company or Parent’s consideration of the transactions contemplated by this Agreement or different competitively delicate materials. The PIPE Documents are legal, valid and binding obligations of Parent and, to the knowledge of Parent, one another celebration thereto, enforceable towards Parent and, to the data of Parent, every such different celebration in accordance with their respective phrases, except as may be limited by bankruptcy, insolvency, reorganization or different related legal guidelines now or hereafter in impact affecting the enforcement of creditors’ rights typically and by general principles of equity , and are in full pressure and impact. No occasion or circumstance has occurred which, with or without discover, lapse of time or each, may constitute a default on the a part of Parent or, to the information of Parent, any of the other parties thereto under any of the PIPE Documents, and Parent and Merger Subs don’t have any purpose to imagine that Parent will be unable to fulfill on a timely foundation any time period or situation of closing to be glad by Parent contained in any of the PIPE Documents. None of the PIPE Documents have been withdrawn, rescinded or terminated, or in any other case amended or modified in any respect , and Parent and Merger Subs haven’t any purpose to imagine that any portion of the PIPE Investment contemplated by any of the PIPE Documents won’t be available as of the Closing. There are no situations precedent or different contingencies associated to the funding of the total quantities of the PIPE Investment, aside from as set forth in the PIPE Documents.
If, on the date for which the Special Stockholder Meeting is scheduled, SPAC has not obtained proxies and votes representing a adequate variety of shares to acquire the Stockholder Approval Matters, whether or not or not a quorum is current, SPAC might make one or more successive postponements or adjournments of the Special Stockholder Meeting. Upon request by the Company, SPAC, acting via the SPAC Board , will postpone or adjourn the Special Stockholder Meeting one or more times until the date on which SPAC has obtained proxies and votes representing a sufficient variety of shares to obtain the Shareholder Approval Matters; provided, that SPAC shall not be required to postpone or adjourn the Special Stockholder Meeting pursuant to this Section 6.11 for greater than 60 days in the the tech reach cold most machine mixture. In connection with the Registration Statement, SPAC and Pubco will file with the SEC financial and different information about the transactions contemplated by this Agreement in accordance with relevant Law, SPAC’s Governing Documents, the DGCL and the foundations and rules of the SEC and NASDAQ. The Company has, and every of the Target Companies has or following the Reorganization will have, all requisite company energy and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party on the time of such execution and delivery, to carry out the Company’s or such Target Company’s obligations hereunder and thereunder and to consummate the Transactions, subject to acquiring the Requisite Company Shareholder Approval.
” means any particular person, firm, company, partnership, restricted liability company, incorporated or unincorporated association, three way partnership, joint inventory firm, Governmental Authority or instrumentality or other entity of any sort. ” means a warrant to purchase one share of Parent Class A Common Stock at an train worth of eleven Dollars fifty cents ($11.50) issued to the Sponsor. ” means a warrant to purchase one share of Parent Class A Common Stock at an train value of 11 Dollars fifty cents ($11.50) that was included in the units sold as a half of Parent’s initial public offering.
Because the valuation of Traveloka is a lot smaller, it could have much higher volatility during value discovery. The administration group consists of a variety of the greatest traders in the world they usually have a reputable rumor concentrating on a long-established unicorn in one of many hottest marketplaces on the planet . As a comparability, the SPAC AGC (planning to merge with SEA’s Grab) is trading at 19% over NAV. In the same article linked above, a company investor acknowledged that Traveloka was capable of burn solely “low single-digit million USD quarterly” in the course of the crisis. The company provides transportation, hotel, and experience bookings across SEA, a area that has traditionally been too advanced for corporations like Expedia to operate in effectively as a outcome of fractured nature of the travel industry, multitude of languages, and native customs. ; or if Triggering Event III occurs, at any time or from time to time on or after the ninetieth day following the Closing Date, supplied that not more than fifty percent (50%) of the Lock-Up Shares issued to every Holder could additionally be Transferred pursuant to this clause .
