This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. 4. TD Ameritrade, Inc. and Accretive Capital LLC are separate, unaffiliated companies and The Credit Party Representative shall not be responsible to the Credit Parties for the value, validity, effectiveness, enforceability or sufficiency of the Merger Agreement or any documents or instrument ancillary thereto or delivered in connection therewith, nor shall it be under any obligation to any Credit Party to ensure the observance or performance by the Parent or Merger Sub of any of its obligations under the Merger Agreement. 12.Waiver of Jury Trial. by Alex Edwards • Feb 22, 2021. The execution, delivery, and performance of this Agreement by each of the Credit Parties, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the organizational documents of such Credit Party; or (ii) conflict with or violate any Law applicable to such Credit Party or any of its properties or assets. Subordinated Exchange Note, dated August 3, 2018, by and between the Company and Cove Street Capital Small Cap Value Fund, Subordinated Exchange Note, dated August 3, 2018 by and between the Company and Henry I. Stupp, Subordinated Exchange Note, dated August 3, 2018, by and between the Company and Ravich Revocable Trust of 1989, Promissory Note, dated June 18, 2020 executed by the Company in favor of Jess Ravich, Subordinated Exchange Note, dated August 3, 2018, by and between the Company and Square Deal Growth, LLC. Apex WAVE Merger is a Shareware software in the category Audio & Multimedia developed by Apex Software Technologies Pvt. 7.73, + The Mergers will have the effects specified under Delaware law. 7.Assignment. 5.Release of Credit Party Representative. The Credit Parties agree to indemnify the Credit Party Representative in its capacity. (RTTNews) - Shares of Apex Technology Acquisition Corp. (APXT) are surging over 35% on Friday morning. The decision of each Credit Party to be bound by the terms and conditions of this Agreement has been made by such Credit Party independently of the Credit Party Representative or any other Credit Party and independently of any information, materials, statements or opinions as to the terms and conditions of this Agreement that may have been made or given by the Credit Party Representative, any other Credit Party or by any agent, employee or other representative of the Credit Party Representative, or any other Credit Party, and neither the Credit Party Representative nor any Credit Party or any of their respective agents, employees or other representatives shall have any liability to any other Credit Party (or any Person) relating to or arising from any such information, materials, statement or opinions. 6.Irrevocable Appointment. Advertiser Apex WAVE Merger runs on the following operating systems: Windows. (d) Payoff Amounts. The Credit Party Representative shall not be liable to any Credit Party for the performance of any act or failure to act so long as its action or failure to act was taken or omitted in good faith within what the Credit Party Representative reasonably believed to be the scope of its authority and for a purpose which it reasonably believed to be in the best interest of the Credit Parties and does not constitute gross negligence or willful misconduct. The Credit Parties further agree that Parent and its Affiliates (including the Surviving Company after the Closing) shall have no liability for, and the Credit Parties shall indemnify Parent and its Affiliates (including the Surviving Company after the Closing), severally on a pro-rata basis in accordance with the percentages set forth in Schedule II, and not jointly, with respect to, any Liability or claims related to or arising from the calculation set forth in Schedule II attached hereto. © 2020 Benzinga.com. The SPAC Deal: Apex Clearing Holdings will go public via a merger with Northern Star Investment Corp. II (NYSE: NSTB) in a deal valuing the company at $4.7 billion. What you’ll get: a deep dive into relevant crypto projects, exclusive insights into alt coins from the pros & more! PPP Loan Escrow Amount payable to the Credit Parties multiplied by the percentage listed next to such Credit Party’s name set forth in Schedule II attached hereto. 5.47, + On Nov. 24, a Cohen & Co. (NYSEAMERICAN: COHN)-sponsored SPAC announced a merger with a leading new type of insurance company called Metromile. Leading Fintech Apex Clearing Holdings to List on NYSE Through Merger With Northern Star Investment Corp. II. Download Apex PDF Splitter Merger for Windows to merge multiple PDF documents in one file. By Robert Lakin, InvestorPlace Contributor Jan 12, 2021, 9:58 am EST. On the Closing Date, Merger Sub 1 will merge with and into AvePoint, with AvePoint surviving the First Merger as a wholly-owned subsidiary of Apex and, promptly following the First Merger, AvePoint will merge with and into Merger Sub 2, with Merger Sub 2 surviving the Second Merger as a wholly-owned subsidiary of Apex. This Agreement has been duly executed and delivered by each of the Credit Parties and, assuming due execution and delivery by the other parties hereto, constitutes the legal, valid, and binding obligation of each Credit Party, enforceable against such Credit Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity. Other than in respect of Section 18, a party in breach of this Agreement shall, on demand, indemnify and hold harmless the other parties for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other parties by reason of the enforcement and protection of its rights under this Agreement. 15.Severability. Execution Version. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 2.Payment of Credit Party Closing Payment Amount; Release. CREDIT PARTY REPRESENTATIVE AGREEMENT. Apex PDF Merger has been tested by our team against viruses, spyware, adware, trojan, backdoors and was found to be 100% clean. That number has increased by more than $14 billion year-to-date in 2021. Upon receipt by the Company of the PPP Forgiveness Notice pursuant to Section 6.23 of the Merger Agreement, to the extent any amount of the PPP Loan Escrow Amount is payable to the Credit Parties thereunder, the Credit Party Representative shall deliver to the PPP Loan Escrow Agent a certified statement apportioning to each Credit Party an amount equal to the. So long as this Agreement is in effect, no Credit Party shall enter into or consummate (or engage in any negotiations in respect of) any transaction that would result in any transfer or assignment of (including, without limitation, any transfer, assignment or grant of any participation interest in) any Financing Document or all or any portion of the Obligations (or any interest therein). as such, severally on a pro-rata basis in accordance with the percentages set forth in Schedule II, and not jointly, from and against any and all liabilities, obligations, damages, deficiencies, expenses, actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys’ fees (collectively, “Losses”), which may at any time be imposed on, incurred by or asserted against the Credit Party Representative in any way relating to or arising out of this Agreement or the Merger Agreement or any action taken or omitted to be taken by the Credit Party Representative under or in connection therewith, except to the extent such Losses resulted from the gross negligence or willful misconduct of the Credit Party Representative or from any action or inaction beyond the scope of the Credit Party Representative’s authority as set forth in this Agreement; provided, however, that the maximum aggregate liability of any Credit Party to the Credit Party Representative under this Agreement shall be an amount equal to the amount received by such Credit Party pursuant to the Merger Agreement. AvePoint is an independent software vendor of SaaS solutions for migrating, managing, and protecting data in Microsoft 365. The special purpose acquisition company has reached a merger … 20.Counterparts. (c) Governmental Consents. 1%, + 18.Covenants of the Company. (b) Authority; Non-Contravention; Governmental Consents; Board Approval. Apex Technology Acquisition Corporation (NASDAQ:APXT) scored a price-to-earnings ratio above its average ratio, recording 338.33 x from its present earnings ratio. Shares of the SPAC has jumped 26% on the supposed announcement. 3.24, + reviewers. Watch this video! Coles will serve on the combined company’s board of directors. This Agreement shall be binding upon and inure to the benefit of the Credit Party signatories hereto and their respective successors and permitted assigns. APXT Stock: Why Apex Shares Are Climbing Ahead of the AvePoint SPAC Merger Jan. 12, 2021 at 9:58 a.m. Sick of waiting for APXT (Apex Technology Acquisition Corp) stock to move? NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto do hereby agree as follows: 1.Appointment of Credit Party Representative. It’s looking like investors are starting to take notice of blank-check company Apex Technology … Related Link: Market Experts React To GameStop Hearing: 'Congress Needed To Dig Deeper'. About Apex: Apex is a fintech leader that provides fast, secure and reliable digital custody and clearing solutions for more than 200 clients representing 13 million customers. A SPAC run by former Cosmopolitan editor-in-chief Joanna Coles announced a planned merger with Apex Clearing Holdings on Monday. (c) Binding Nature. Apex is experiencing significant growth and momentum, now serving over … Apex and Northern Star will host a joint investor conference call to discuss the proposed transaction today, February 22, 2021, at 8:00am ET. 8.Attorney’s Fees. Apex Clearing Holdings LLC, the Dallas-based fintech behind a custody and clearing engine that’s powering the future of digital wealth management, has entered into a definitive merger agreement with Northern Star Investment Corp. II, … ET The SPAC Deal Apex Clearing Holdings will go public via a merger with Northern Star Investment Corp. II NYSENSTB in a deal valuing the company at $4.7 billion. (b) Each Credit Party hereby agrees that it shall be liable for, and shall timely pay, all income taxes owed by such Credit Party, if any, with respect to any amounts received by such Credit Party pursuant to the Merger Agreement. This Agreement and the Merger Agreement contain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.
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