Impact of Transaction. If a Final Determination is reached that the NOL cannot be used to offset the gain, (as opposed to a determination that the NOL is not sufficiently large to offset the gain, or some other reason), then VATL shall make a payment to VSH as follows:
Impact of Transaction. Any material diminution of public company duties or responsibilities resulting solely from the Company’s change in status from being a standalone public company to a private company as a result of the Contemplated Transactions, including the Merger, will not, solely by reason of such status change to a private company, be considered (or give rise to) an “Involuntary Termination” for “Good Reason” under that certain Separation Pay Agreement between the Subscriber and the Company dated [March 24, 2022] (as each such term is defined in such Separation Pay Agreement).
Impact of Transaction. This Agreement shall be assumed by Apex Technology Acquisition Corp. on the Effective Time as defined in that certain Business Combination Agreement and Plan of Reorganization dated November 23, 2020, by and among the Company, AvePoint, Inc., Athena Technology Merger Sub, Inc., and Athena Technology Merger Sub 2, LLC (the “Business Combination Agreement”). If the transactions contemplated by the Business Combination Agreement do not close, this Agreement shall not be assumed by Apex Technology Acquisition Corp. but shall continue to be in full force as an obligation of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Business Combination Agreement.
Impact of Transaction. None of the execution and delivery of this Agreement or the consummation of the Transactions shall (alone or in conjunction with any other event) (i) entitle any employee, officer, director or independent contractor of the Company or any of its Subsidiaries to any payment or benefit under any Employee Plan or otherwise, (ii) accelerate the time of payment or vesting of benefits, or increase the benefits or the amount of compensation payable under any Employee Plan, (iii) accelerate the timing of or trigger any funding obligation under any Employee Plan, (iv) result in any limitation on the right of the Company or any of its Subsidiaries or, after the Effective Time, Parent, to amend, merge, terminate or receive a reversion of assets from any Employee Plan or related trust, or (v) result in any payment or benefit made by the Company or any of its Subsidiaries that would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. No Employee Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code or otherwise.
Impact of Transaction. The formation of New Boise and conversion of shares contemplated to occur on the closing as set forth in the Transaction Agreement shall not require any adjustment under Section 1.4.1 of the Agreement.
