There isn’t any pending or, to the Knowledge of Ardagh, threatened audit, examination or investigation by any Governmental Authority towards Ardagh or any of its Affiliates or any AMP Entity, or any of their respective administrators, officers, properties or belongings, aside from any such audit, examination or investigation as wouldn’t, individually or within the mixture, be material to the AMP Business or the AMP Entities, taken as a whole. There are no materials pending or threatened Actions by Ardagh or its Affiliates or any AMP Entity in opposition to any third celebration, and there are no settlements or comparable agreements that impose any materials ongoing obligations or restrictions on the AMP Business or any AMP Entity. Each share of widespread stock, par worth $0.0001 per share, of MergeCo issued and outstanding instantly prior to the Effective Time shall be transformed into and exchanged for one validly issued, totally paid and nonassessable share of common inventory, par value $0.0001 per share, of the Surviving Corporation. Certain objects and matters are listed in the Ardagh Disclosure Schedule or GHV Disclosure Schedule for informational purposes only and may not be required to be listed therein by the phrases of this Agreement. No reference to, or disclosure of, any item or matter in any Section of the Ardagh Disclosure Schedule or GHV Disclosure Schedule shall be construed as an admission or indication that such merchandise or matter is materials or that such item or matter is required to be referred to or disclosed in the Ardagh Disclosure Schedule or GHV Disclosure Schedule, as applicable. Without limiting the foregoing, no reference to or disclosure of a attainable breach or violation of any contract or Law shall be construed as an admission or indication to any third party that a breach or violation exists or has actually occurred.
Except as set forth within the GHV Organizational Documents, there are no voting trusts or different agreements or understandings to which GHV is a celebration with respect to the voting of the capital inventory or other equity interests of GHV. Of the Ardagh Disclosure Schedule usually are not obtained or such AMP Material Contract has expired in accordance with its terms, shall proceed in full drive and impact in accordance with its terms. Each of Ardagh and the AMP Entities have, as applicable, carried out in all materials respects the obligations required to be carried out by it beneath every AMP Material Contract, have not committed any materials breach or default thereunder and, to the Knowledge of Ardagh, the counterparties thereto have not dedicated any material breach of, and aren’t in default beneath, any AMP Material Contract, and, as of the date hereof, no event has occurred that, with notice or lapse of time or each, would represent such a material breach, violation or default by Ardagh or the AMP Entity celebration, or, to the Knowledge of Ardagh, the counterparties thereto. Ardagh has made out there to GHV true, correct and complete copies of every written AMP Material Contract. Each AMP Entity has been duly shaped or organized and is validly existing underneath the Laws of its jurisdiction of incorporation or group and has the requisite company or entity power and authority to personal, lease or function its assets and to conduct its enterprise as it is now being conducted, except where the failure to have such energy and authority would not, individually or in the mixture, be materials to the AMP Business or the AMP Entities, taken as a complete. Each AMP Entity is duly licensed or certified and in good standing as a foreign company in every jurisdiction by which its possession of property or the character of its activities requires it to be so licensed or qualified and in good standing, as relevant, besides the place the failure to be so licensed or qualified, wouldn’t have an AMP Material Adverse Effect.
”) for the benefit of GHV, its public stockholders and the underwriters of GHV’s preliminary public offering. Except with respect to interest earned on the funds held in the Trust Account which might be launched to GHV to pay its tax obligations, if any, and for working capital, the cash within the Trust Account may be disbursed only for the purposes set forth in the IPO Prospectus. The Purchaser hereby irrevocably waives any and all proper, title and interest, or any declare of any sort it has or might have in the future, in or to any monies held in the Trust Account, and agrees to not seek recourse in opposition to the Trust Account because of, or arising out of, this Agreement, offered however, that nothing on this Section 10 shall be deemed to restrict the Purchaser’s proper, title, curiosity or declare to the Trust Account by virtue of the Purchaser’s record or beneficial possession of shares of frequent inventory of GHV.
” of any Person means one other Person, of which a minimal of a majority of the outstanding securities or ownership pursuits having, by their terms, odd voting energy to elect a majority of the board of directors or other persons performing comparable functions is owned or controlled instantly or not directly by such first Person or by one or more of its Subsidiaries. ” means any individual, company, partnership, restricted digital matterport 2.9b 86m partnership, restricted legal responsibility firm, syndicate, particular person (including, a “person” as outlined in Section 13 of the Exchange Act), belief, association or entity or Governmental Authority or any political subdivision, company or instrumentality thereof. ” means, with respect to any Party, any merger, capital inventory change, asset acquisition, stock buy, reorganization or related enterprise mixture with one or more companies.
Effective as of the Effective Time, and to the continuation of the Existing Warrant Agreement in full pressure and impact from and after the Effective Time, topic always to the Existing Warrant Agreement and to all the provisions, covenants, agreements, phrases and situations of the Existing Warrant Agreement and this Agreement. Other than pursuant to the terms of the Subscription Agreements, the Company represents and warrants that no particular person, aside from a Holder of Registrable Securities, has any proper to require the Company to register any securities of the Company on the market or to incorporate such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of another particular person. This Agreement, and all claims or causes of action primarily based upon, arising out of, or associated to this Agreement or the transactions contemplated herein, shall be governed by, and construed in accordance with, the legal guidelines of the State of Delaware , without giving effect to ideas or guidelines of conflict of laws to the extent such ideas or guidelines would require or permit the applying of laws of one other jurisdiction. Will comply as to form in all material respects with all relevant requirements of the Securities Act and the Exchange Act and won’t contain an unfaithful statement of a cloth fact or omit to state a fabric truth required to be stated therein or necessary to make the statements therein not deceptive . If the Registration was initiated by the Company for its personal account or that of a Company stockholder other than pursuant to rights underneath this Agreement, in every case to be registered for offer and sale in the relevant Registration. The parties hereto intend for the Subscription, together with the Transaction, to qualify collectively as an exchange underneath Section 351 of the Code and received’t take any inconsistent place on any tax return or through the course of any audit, litigation or different continuing with respect to taxes, except as in any other case required by a dedication inside the meaning of Section 1313 of the Code.
GHV has not acquired any written communication from a governmental authority that alleges that GHV isn’t in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not moderately be anticipated to have, individually or in the aggregate, a GHV Material Adverse Effect. GHV is duly incorporated and validly existing as a corporation in good standing under the legal guidelines of the State of Delaware, with company energy and authority to personal, lease and function its properties and conduct its enterprise as presently performed and to enter into, deliver and carry out its obligations under this Agreement. As of the Closing Date, the Acquired Shares will be duly licensed and, when issued and delivered to the Purchaser in accordance with the terms of this Agreement, the Acquired Shares shall be validly issued and absolutely paid and won’t have been issued in violation of or subject to any preemptive or comparable rights created under the Company’s organizational and constituent paperwork or under the legal guidelines of the Grand Duchy of Luxembourg. Following the approval of the Capital Increase by the board of administrators of the Company, a licensed individual on behalf of the board of directors shall appear as quickly as potential and in any event within thirty days of the date of issuance of the Acquired Shares, in entrance of a Luxembourg notary to record the Capital Increase in a constat d’augmentation de capital. By written discover from either Ardagh or GHV if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order that has turn out to be last and nonappealable and has the effect of making consummation of the Transactions illegal or in any other case preventing or prohibiting consummation of the Transactions. GHV shall have carried out or complied in all materials respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or previous to the Closing.
Prior to the Closing, the Purchaser agrees to promptly notify the Company, GHV and the Placement Agents if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer correct. The Purchaser acknowledges and agrees that each buy by the Purchaser of the Acquired Shares from the Company will represent a reaffirmation of the acknowledgements, understandings, agreements, representations and warranties herein by the Purchaser as of the time of the purchase. ”) or preliminary Prospectus or any modification thereof or supplement thereto or any omission or alleged omission of a material truth required to be said therein or essential to make the statements therein not misleading, besides insofar as the identical are based on or contained in any information or affidavit so furnished in writing to the Company by or on behalf of such Purchaser expressly to be used therein. If the Purchaser is not an individual, the Purchaser has been duly fashioned or integrated and is validly existing in good standing beneath the laws of its jurisdiction of incorporation or formation. The Purchaser has the facility and authority to enter into, ship and carry out the Purchaser’s obligations under this Agreement.
”), filings required by applicable securities legal guidelines, the filings required in accordance with Section eleven, those required by the NYSE, these required to consummate the Transaction as offered under the Business Combination Agreement; and people whose failure to so acquire would not fairly be expected to have, individually or within the aggregate, a Material Adverse Effect. This Agreement , the Confidentiality Agreement and the Related Agreements represent the complete agreement among the Parties and supersede any prior understandings, agreements, or representations by or among the many Parties, written or oral, that may have related in any method to the topic material hereof. No representations, warranties, covenants, understandings, agreements, oral or otherwise, referring to the Transactions exist among the many Parties, besides as expressly set forth in this Agreement or the Related Agreements. Each of Ardagh, AMPSA and GHV shall use its cheap best efforts to trigger the Shares and AMPSA Warrants issuable in the Transactions and the Shares that will turn into issuable upon the exercise of the AMPSA Warrants to be accredited for listing on NYSE, subject to official notice of issuance, as promptly as practicable after the date of this Agreement, and in any occasion previous to the Closing Date. And provision of notice thereof to the Trustee , in accordance with and pursuant to the Trust Agreement, at the Closing, GHV shall cause the paperwork, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and use cheap finest efforts to cause the Trustee to pay as and when due all amounts payable to GHV Stockholders in accordance with the GHV Stock Redemption, and instantly thereafter, pay all remaining amounts then available within the Trust Account in accordance with this Agreement and the Trust Agreement, and thereafter, the Trust Account shall terminate, besides as otherwise supplied therein.