Each of the Pubco Public Warrants and Pubco Private Warrants could have considerably the same phrases and circumstances as are in effect with respect to the Rosecliff Public Warrants and Rosecliff Private Warrants immediately prior to the SPAC Merger Effective Time. Additional components that might trigger actual results to differ materially from these expressed or implied in forward-looking statements can be present in Caravel’s most recent reports on Form 8-K, which can be found, free of charge, at the SEC’s website at sec.report, and also will be provided within the Registration Statement on Form S-4 and Caravel’s proxy statement/prospectus/information statement when obtainable. Any financial projections on this press launch are forward-looking statements which may be based mostly on assumptions which are inherently topic to important uncertainties and contingencies, lots of which are beyond Caravel’s and Rover’s management. While all projections are essentially speculative, Caravel and Rover consider that the preparation of prospective monetary data involves increasingly higher ranges of uncertainty the additional out the projection extends from the date of preparation. The assumptions and estimates underlying the projected outcomes are inherently unsure and are topic to all kinds of great enterprise, financial and competitive dangers and uncertainties that might trigger precise results to differ materially from these contained in the projections.
Neither the Company nor any Target Company is in violation in any material respect of the terms of any Company Permit, and since their respective dates of formation, neither the Company nor any Target Company has acquired any written or, to the Knowledge of the Company, oral discover of any Actions relating to the revocation or modification of any Company Permit and, to the Knowledge of the Company, no circumstances exist or have existed which might be reasonably more probably to lead to such revocation or modification. As of the date of this Agreement, the issued and excellent SPAC Securities are set forth in Section 4.5 of the SPAC Disclosure Schedules. As of the date of this Agreement, there are no issued or outstanding SPAC most popular shares. All outstanding SPAC Securities are duly approved, validly issued, fully paid and non-assessable and not topic to or issued in violation of any purchase possibility, right of first refusal, preemptive proper, subscription right or any comparable proper beneath the DGCL, SPAC’s Governing Documents or any Contract to which SPAC is a celebration. None of the excellent SPAC Securities has been issued in violation of any applicable securities Laws. Prior to giving effect to the Transactions, SPAC does not have any Subsidiaries or own any equity interests in some other Person.
The foregoing represents all of the issued and outstanding Parent Securities as of the date of this Agreement. All issued and outstanding Parent Securities have been duly authorized and validly issued and are fully paid and non-assessable; have not been provided, offered or issued in violation of relevant Law, including federal and state securities Laws, and all requirements set forth in Parent’s Governing Documents, and another applicable Contracts governing the issuance of such securities; and aren’t subject to, nor have they been issued in breach or violation of, any buy possibility, call choice, right of first refusal, preemptive proper, subscription right or any comparable proper under any provision of any relevant Law, Parent’s Governing Documents or any Contract to which Parent is a celebration. Except as disclosed within the Parent SEC Filings, the Parent Financial Statements fairly current in all materials respects the monetary place of Parent, as on the respective dates thereof, and the outcomes of operations and consolidated money flows for the respective periods then ended, had been prepared in conformity with GAAP utilized on a consistent basis through the intervals involved , and comply in all material respects with the relevant accounting requirements and with the rules and rules of the SEC, the Exchange Act and the Securities Act in impact as of the respective dates thereof. The books and information of Parent have been, and are being, maintained in all material respects in accordance with GAAP and another applicable legal and accounting necessities. Any financial projections on this communication are forward-looking statements which would possibly be based mostly on assumptions that are inherently topic to vital uncertainties and contingencies, a lot of which are past Northern Star’s and Apex’s control. While all projections are necessarily speculative, Northern Star and Apex believe that the preparation of prospective monetary information includes increasingly larger ranges of uncertainty the additional out the projection extends from the date of preparation.
The Company and its Subsidiaries have taken commercially affordable actions to make certain that the Company Intellectual Property and the operation of the business of the Company and its Subsidiaries do not infringe or misappropriate the Intellectual Property of any third get together or constitute unfair competitors or commerce practices under the legal guidelines of any applicable jurisdiction the place the Company or its Subsidiaries have operations. Or as contemplated by this Agreement or the PIPE Documents, there are not any registration rights, and there’s no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings, to which the Company is a party or by which the Company is sure with respect to any equity safety of the Company. The Investor acknowledges its obligations underneath relevant securities legal guidelines with respect to the remedy of personal information relating to every of Rosecliff, HoldCo and the Company. This Subscription Agreement has been duly approved, executed and delivered by Rosecliff and, assuming that this Subscription Agreement constitutes the valid and binding settlement of the other parties hereto, this Subscription Agreement is enforceable against Rosecliff in accordance with its terms, except as could also be limited or otherwise affected by chapter, insolvency, fraudulent conveyance, reorganization, moratorium or different laws regarding or affecting the rights of creditors usually, or principles of equity, whether or not thought-about at legislation or equity.
No action, go well with or continuing shall be pending or threatened by any Governmental Entity which within reason more likely to stop consummation of any of the transactions contemplated by this Agreement, cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or have an effect on materially and adversely the proper of the Final Surviving Company to own, function or management a fabric portion of the material belongings and operations of the Company and its Subsidiaries, taken as a complete, following the Mergers. Each of Parent and every Merger Sub has well timed filed all Returns required to be filed by Parent and Merger Subs with any Tax authority previous to the date hereof, except such Returns which are not material to Parent. Each of Parent and every Merger Sub has paid all materials Taxes proven to be due and payable on such Returns. Since its organization adguru signin, neither Parent nor either Merger Sub has conducted any enterprise activities aside from actions directed toward the accomplishment of a enterprise combination. Each Merger Sub was created for the purpose of facilitating the Mergers and has not carried out any prior enterprise actions, aside from any such actions incidental to consummating the Mergers. Except as set forth in the Parent Charter Documents, there is no settlement, dedication, unique license, judgment, injunction, order, or decree binding upon Parent or Merger Subs or to which Parent or Merger Subs is a celebration which has or would reasonably be anticipated to have the impact of prohibiting or materially impairing any business apply of Parent or Merger Subs, any acquisition of property by Parent or Merger Subs, or the conduct of business by Parent or Merger Subs.
This communication is not supposed to be all-inclusive or to contain all the data that an individual might need in contemplating an investment in Caravel and isn’t supposed to type the premise of an investment determination in Caravel. All subsequent written and oral forward-looking statements concerning Caravel and Rover, the Proposed Transactions or other issues and attributable to Caravel and Rover or any person performing on their behalf are expressly qualified of their entirety by the cautionary statements above. ”), pursuant to which, amongst different issues, such holders agreed to undertake and approve, following the effectiveness of the Registration Statement, the Business Combination Agreement and all other paperwork and transactions contemplated thereby and ship a duly executed copy of the Investors Rights Agreement and the Lock-Up Agreement on the Closing.
All outstanding shares of Parent Stock and all outstanding Parent Warrants have been issued and granted in compliance with all relevant securities legal guidelines and different relevant legal guidelines and regulations, and all necessities set forth in any applicable Parent Contracts. There aren’t any outstanding inventory options or warrants of the Company as of the date of this Agreement. All outstanding Company Membership Interests have been issued and granted in compliance with all relevant securities legal guidelines and different relevant laws and rules, and all necessities set forth in any applicable Charter Documents. Except with respect to the Company Convertible Notes, neither the Company nor any Subsidiary has any excellent bonds, debentures, notes or different indebtedness obligations the holders of which have the proper to vote with the members of the Company on any matter. ”) which offer that shares of Northern Star Common Stock to be issued to such Apex members within the Mergers might be subject to a 12-month lockup interval, which period shall be terminated earlier if the reported closing sale worth of the Northern Star Common Stock equals or exceeds $15.00 per share for a period of twenty trading days throughout any thirty buying and selling day interval commencing no less than one hundred fifty days following the closing, subject to certain exceptions. Northern Star agreed to cause its preliminary stockholders to amend existing lockup agreements with respect to the Northern Star securities held by them, and enter into the Lock-Up Agreement, in order that the lockup with respect to such initial stockholders’ securities might be identical to the lockup of the Apex members.