Apex Trust Fund Clause Samples

Apex Trust Fund. As of the date of this Agreement, Apex has no less than $351,500,000 in the trust fund established by Apex for the benefit of its public stockholders (the “Trust Fund”) maintained in a trust account (the “Trust Account”). The monies of such Trust Account are invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and held in trust by Continental (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of September 16, 2019, between Apex and the Trustee (the “Trust Agreement”). The Trust Agreement has not been amended or modified and is valid and in full force and effect and is enforceable in accordance with its terms, subject to the Remedies Exceptions. Apex has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder and there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by Apex or the Trustee. There are no separate contracts, agreements, side letters or other understandings (whether written or unwritten, express or implied): (i) between Apex and the Trustee that would cause the description of the Trust Agreement in the Apex SEC Reports to be inaccurate in any material respect; or (ii) to the knowledge of Apex, that would entitle any person (other than stockholders of Apex who shall have elected to redeem their shares of Apex Class A Common Stock pursuant to the Apex Organizational Documents) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except: (A) to pay income and franchise taxes from any interest income earned in the Trust Account; and (B) upon the exercise of Redemption Rights in accordance with the provisions of the Apex Organizational Documents. As of the date hereof, there are no Actions pending or, to the knowledge of Apex, threatened in writing with respect to the Trust Account. Upon consummation of the Mergers and notice thereof to the Trustee pursuant to the Trust Agreement, Apex shall cause the Trustee to, and the Trustee shall thereupon be obligated to, release to Apex as promptly as practicable, the Trust Funds in accordance with the Trust Agreement at which point the Trust Account shall terminate; provided, however, that the liabilitie...