By The Business Combination Agreement additionally accommodates further covenants of the parties, including, among others, covenants offering for the Company and AGSA to cooperate within the preparation of the Proxy Statement/Prospectus and Registration Statement required to be filed in connection with the Business Combination. The covenants of the parties to the Business Combination Agreement will not survive the Closing, apart from those covenants that by their terms expressly apply in whole or partially after the Closing. This document does not constitute a suggestion to sell or exchange, or the solicitation of an offer to purchase or trade, any securities, nor shall there be any sale of securities in any jurisdiction in which such supply, sale or trade can be unlawful previous to registration or qualification under the securities legal guidelines of any such jurisdiction. Upon due presentation for registration of transfer of this Warrant Certificate on the workplace of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the mixture a like variety of Warrants shall be issued to the transferee in trade for this Warrant Certificate, topic to the constraints provided within the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. The Warrant Agreement offers that upon the occurrence of certain occasions the number of Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to sure circumstances, be adjusted.
None of the AMP Entities have constituted a “distributing corporation” or a “controlled corporation” (within the that means of Section 355 of the Code) in a distribution of shares qualifying for tax-free remedy underneath Section 355 of the Code within the final two years previous to the date of this Agreement. To the Knowledge of Ardagh as of the date hereof, no claim has been made throughout the prior three years by any Taxing Authority in a jurisdiction where any of the AMP Entities do not file Tax Returns that any AMP Entity is or could additionally be topic to taxation by, or required to file Tax Returns in, such jurisdiction. The Owned Real Property and the Leased Real Property, together with the rights granted or companies to be offered by Ardagh and its Subsidiaries to the AMP Entities pursuant to the Services Agreement, represent all of the pursuits in actual property owned, leased or licensed by the AMP Entities and that are necessary for the continued operation of the AMP Business as presently carried out.
The GHV Shares Consideration delivered upon the trade of the GHV Closing Shares in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such GHV Closing Shares. Immediately after the Effective Time, the board of directors and government officers of the Surviving Corporation shall be the board of administrators and executive officers of MergeCo instantly prior to the Effective Time. At the Effective Time, upon the terms and topic to the situations of this Agreement and in accordance with the applicable provisions of the DGCL, MergeCo and GHV shall consummate the Merger, pursuant to which MergeCo shall be merged with and into GHV, following which the separate corporate existence of MergeCo shall cease and GHV shall continue as the Surviving Corporation after the Merger and as a direct, wholly-owned subsidiary of AMPSA. ” means any sales, use, value-added, business, goods and companies, transfer , documentary, conveyancing or related Tax or expense or any recording fee, in each case that is imposed as a result of the Transactions, along with any penalty, curiosity and addition to any such merchandise with respect to such item.
Where the context permits, the word “or” shall imply “and/or.” Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether the action in question is taken instantly or not directly by such Person. References to “manager” shall discuss with any individual holding a place equivalent to the position of “director” in a Luxembourg company. ”), and made its personal evaluation and is satisfied regarding the relevant tax and different financial considerations relevant to the Purchaser’s funding in the Acquired Shares. The Purchaser acknowledges that it has reviewed the paperwork made out there to the Purchaser by the Company and GHV in the digital knowledge room hosted by the GHV in connection with the transactions contemplated by this Agreement.
That without the prior written consent of GHV, neither Ardagh nor AMPSA shall use any such data for any function other than to obtain needed Securities Law or “Blue Sky” permits and approvals. During the Interim Period, GHV shall use its affordable greatest efforts prior to the Merger to hold up the listing of the GHV Units, the GHV Common Stock and the GHV Warrants on Nasdaq. In the case of a present report required to be filed by GHV or an Affiliate thereof on Form 8-K, GHV shall, previous to the filing of any such current report on Form 8-K, seek the assistance of with Ardagh as to the timing and contents of such present report on Form 8-K, unless such session would not be fairly feasible. GHV has not executed or entered right into a closing agreement pursuant to Section 7121 of the Code or any comparable provision of federal, state, provincial or native Law, and GHV is not subject to any private letter ruling of the IRS or comparable ruling of some other Taxing Authority. There aren’t any pending Actions in opposition to GHV for any material amount of Taxes, and GHV has not received notice of any such Action in writing from any Taxing Authority that asserts any deficiency or declare for a cloth amount of Taxes against GHV that has not been absolutely and well timed paid, settled or adequately reserved in the latest GHV Financial Statements. GHV has never sponsored, maintained or contributed, or been obligated to contribute to, any materials Plan nor does GHV have or would moderately be expected to have any Liability with respect to any material Plan.
Each Warrant entitles the holder, upon train through the period set forth in the Warrant Agreement referred to beneath, to obtain from the Company that variety of fully paid and non-assessable Shares as set forth below, on the train worth (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful cash (or by way of “cashless exercise” as offered for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and fee of the Exercise Price at the workplace or agency of the Warrant Agent referred to below, subject to the circumstances set forth herein and within the Warrant Agreement. Defined terms used in this Warrant Certificate however not defined freezes digital project herein shall have the meanings given to them within the Warrant Agreement. ”); provided, nevertheless, that the Company may not delay or suspend the Registration Statement on more than two occasions or for more than sixty consecutive calendar days, or greater than ninety total calendar days, in every case during any twelve-month period. The Company shall not, when so advising Purchaser of such Suspension Event, present Purchaser with any materials, nonpublic data concerning the Company other than to the extent that offering notice to Purchaser of the incidence of the Suspension Event would possibly represent material, nonpublic data regarding the Company.
There are not any pending Actions in opposition to any AMP Entity for any materials amount of Taxes, and no AMP Entity has obtained notice of any such Action in writing from any Taxing Authority that asserts any deficiency or claim for a cloth amount of Taxes towards any AMP Entity, that has not been fully and well timed paid, settled or adequately reserved in the latest AMP Consolidated Financial Statements. There are not any outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the interval for the collection or evaluation or reassessment of, materials Taxes of any AMP Entity and no written request for any such waiver or extension is presently pending, other than, in every case, any such extensions or agreements entered into in the odd course of business. ” means, collectively, the Pre-Closing Restructuring, the Debt Financing, the PIPE Investment, the Merger and the other transactions contemplated by this Agreement and the Related Agreements, together with the contribution to AMPSA of the GHV A Shares and the exchange of the GHV Warrants for warrants issued by AMPSA exercisable for Shares. ” means any and all taxes, costs, fees, levies or other assessments, including revenue, excise, franchise, real or personal property, sales, transfer, gains, gross receipts, occupation, privilege, payroll, wage, unemployment, workers’ compensation, use, value-added, capital, license, severance, stamp, recording, documentary, premium, environmental, capital inventory, profits, withholding, registration, customs duties, employment, various or add-on minimal, estimated, escheat or other taxes of any type in any way , together with any associated charges, charges, interest, penalties, additions to tax or different assessments imposed by any Taxing Authority.
Except for such issues as haven’t had and would not be fairly more likely to have, individually or within the aggregate, a GHV Material Adverse Effect, there isn’t a motion, go nicely with, declare or other proceeding, in each case by or before any governmental authority pending, or, to the data of GHV, threatened in opposition to GHV, or judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding in opposition to GHV. Except for such matters as have not had and would not be reasonably prone to have, individually or within the mixture, a Material Adverse Effect, there is not any motion, go properly with, claim or different proceeding, in each case by or earlier than any governmental authority pending, or, to the information of the Company as of the date of this Agreement, threatened in writing towards the Company, or judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding in opposition to the Company. Of the GHV Disclosure Schedules, none of GHV or any Subsidiary or Representative of GHV shall settle or agree to settle any such stockholder Action or consent to the identical without the prior written consent of Ardagh, such consent not to be unreasonably withheld, conditioned or delayed.
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