Each GHV Material Contract is in full force and effect and, to the Knowledge of GHV, is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability could additionally be limited by the Enforceability Exceptions. GHV holds all Permits needed beneath applicable Laws for the conduct of its business as presently conducted and is in compliance with the terms of such Permits, except where the failure to have or to be in compliance with such Permits would not have a GHV Material Adverse Effect. As of the date of this Agreement, no Action is pending or, to the Knowledge of GHV, threatened, in search of the revocation or cancellation of any such Permit regarding its enterprise, besides as wouldn’t have a GHV Material Adverse Effect.
GHV and its officers and administrators shall, and shall instruct and cause its Representatives acting on its behalf to, instantly cease and terminate all discussions and negotiations with any Person which could be ongoing with respect to a attainable Alternate GHV Combination, other than with respect to the Transactions. Of the Ardagh Disclosure Schedule, in the course of the previous three years, not one of the AMP Entities or the AMP Business has been subject to a Governmental Authority shutdown or import or export prohibition or obtained any “warning letters” or “untitled letters” from any Governmental Authority or any written notice from any Governmental Authority alleging or asserting noncompliance, in any materials respect, with any applicable digital spac 2.9b matterport Law related thereto, and, to the Knowledge of Ardagh, no Governmental Authority has threatened such motion in writing. All materials amounts of Taxes owed by the AMP Entities have been fully and timely paid aside from Taxes which are not but due and payable and which have been adequately accrued and reserved in accordance with GAAP or IFRS, as relevant. Since the date of the latest AMP Consolidated Financial Statements, none of the AMP Entities have incurred any materials Tax liability outdoors the strange course of business apart from Taxes ensuing from the Transactions.
This Agreement may be executed in a number of counterparts, every of which when executed and delivered shall thereby be deemed to be an authentic and all of which taken together shall constitute one and the identical instrument. Any get together hereto might execute and ship signed counterparts of this Agreement to the other parties hereto by electronic mail or other electronic transmission in moveable doc format (.PDF) or any other digital signature complying with the United States ESIGN Act of 2000 (including ), each of which shall be deemed an authentic. Except as otherwise offered herein, this Agreement shall be binding upon, and inure to the benefit of the events hereto and their heirs, executors, directors, successors, authorized representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. Except for such matters as have not had and wouldn’t be fairly more probably to have, individually or within the combination, a GHV Material Adverse Effect, there is not a action, swimsuit, claim or different proceeding, in each case by or earlier than any governmental authority pending, or, to the data of GHV, threatened against GHV, or judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding towards GHV.
” means every Person that shall present or facilitate the availability of the Debt Financing to one or more AMPSA Financing Parties or a quantity of of its or their Subsidiaries, including the Commitment Debt Financing Sources. With respect to any offering of securities involving an underwriter, preliminary purchaser, placement agent or similar get together, the Debt Financing Sources in relation to such providing shall mean every Person that is an underwriter, initial purchaser, placement agent or related get together in such capability and shall not include buyers buying such securities. ” means any legally-binding contract, agreement, indenture, notice, bond, loan or credit score settlement, instrument, lease, commitment, mortgage, deed of belief, license, energy of legal professional, guaranty or other association or obligation, whether or not written or oral, in every case, as amended and supplemented from time to time and including all schedules, annexes and displays thereto.
GHV has established and maintained a system of inside controls and, to the Knowledge of GHV, such inside controls are adequate to supply reasonable assurance relating to the reliability of GHV’s financial reporting and the preparation of the GHV Financial Statements for exterior functions in accordance with GAAP. Except for the Regulatory Approvals and as could also be necessary because of any facts or circumstances relating solely to Ardagh, no consent, waiver, authorization, license or approval of, motion by, filing with or notification to any Governmental Authority is required for the consummation by GHV of the Transactions, except where the failure to acquire such consent, approval or motion or to make such filing or notification wouldn’t have a GHV Material Adverse Effect. Of the Ardagh Disclosure Schedule, not considered one of the AMP Entities have executed or entered right into a closing agreement pursuant to Section 7121 of the Code or any similar provision of federal, state, provincial or native Law, and none of the AMP Entities are subject to any non-public letter ruling of the IRS or comparable ruling of some other Taxing Authority.
The AMP Entities have withheld and absolutely and timely paid to the suitable Governmental Authority all materials amounts of Taxes required to have been withheld and paid by any such AMP Entity in reference to amounts paid or owing to any present or former worker, impartial contractor, creditor, stockholder or other third party, and have complied in all materials respects with relevant Law with respect to such Taxes. Of the Ardagh Disclosure Schedule, none of AMPSA nor any of its ERISA Affiliates sponsor, keep, take part in, contribute to or is obligated to contribute to or up to now six years has sponsored, maintained, participated in, contributed to or was obligated to contribute to a Plan that’s topic to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, together with any multiemployer plan (within the which means of Section 3 of ERISA), or is a “multiple employer plan” as defined in Section 413 of the us Code or a “multiple employer welfare arrangement” inside the that means of three of ERISA with respect to AMP Business Employees and there has been no non-exempt “prohibited transaction” within the that means of Section 4975 of the Code or Section 406 of ERISA involving the belongings of any AMP Business Plan. No AMP Business Plan provides for post-termination or post-retirement well being, medical or life insurance advantages for the good thing about any present or former director, manager, officer, advisor or worker of the AMP Business, including any AMP Business Employee, or his or her dependents or beneficiaries, besides as may be required by relevant Law on the expense of such individual.
The financial statements of the Company included in the SEC Documents comply in all materials respects with relevant accounting necessities and the rules and rules of the SEC with respect thereto as in effect on the time of submitting and pretty current in all material respects the monetary situation of the Company as of and for the dates thereof and the outcomes of operations and money flows for the intervals then ended, subject, in the case of unaudited statements, to regular, year-end audit adjustments. There are no materials outstanding or unresolved feedback in remark letters from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Documents. Each of Ardagh, AMPSA and MergeCo is a authorized entity duly organized, validly current and in good standing underneath the Laws of its jurisdiction of incorporation or organization .
The Purchaser acknowledges that the subscription of the Acquired Shares is subject to the terms and situations offered for underneath the Share Subscription Agreement, and particularly to clause 2 of the Share Subscription Agreement. To the Purchaser’s knowledge, no disclosure or providing document has been ready by the Company, GHV or the Placement Agents in reference to the provide and subscription for the Acquired Shares. The Purchaser understands and acknowledges that no federal or state company has handed upon or endorsed the merits of the offering of the Acquired Shares or made any findings or determination as to the equity of this funding or the accuracy or adequacy of the Disclosure Package.
It is accordingly agreed that the events shall be entitled to an injunction or injunctions to stop breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to another remedy to which such party is entitled at legislation, in equity, in contract, in tort or otherwise. All the agreements, representations and warranties made by every celebration hereto in this Agreement shall survive the Closing. The Purchaser acknowledges that each of the Company, GHV, the Placement Agents and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Agreement. 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 not accurate.
”) disclosing all materials phrases of the transactions contemplated hereby, the Transaction and any other materials, nonpublic info that the Company or GHV has supplied to Purchaser at any time prior to the submitting of the Disclosure Document. From and after the issuance of the Disclosure Document, to the Company’s and GHV’s data, Purchaser shall not be in possession of any materials, nonpublic info received from the Company or GHV, and Purchaser shall not be subject to any confidentiality or related obligations beneath any current settlement, whether written or oral with the Company, GHV, the Placement Agents or any of their respective associates with respect to the transactions contemplated hereby. As of the date hereof, the approved share capital of AMPSA consists of 100,000,000,000 Shares, of which 3,000,000 Shares are excellent, and Ardagh is the sole document and helpful holder of such Shares. The Shares and AMPSA Warrants constituting the GHV Merger Consideration shall be duly and validly issued, absolutely paid and nonassessable, and each such Share and AMPSA Warrant to be issued as a part of the GHV Merger Consideration shall be issued in compliance with in all material respects with the AMPSA Organizational Documents and applicable Law, free and away from all Encumbrances, aside from those imposed underneath applicable Securities Laws or any of the Related Agreements. None of the GHV SEC Documents contained, when filed or, if amended, as of the date of such modification with respect to those disclosures which are amended, any untrue statement of a material reality or omitted to state a cloth fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they have been made, not misleading; provided, that with respect to the details about GHV’s affiliates contained in any SEC Document to be filed by GHV the representation and warranty on this sentence is made to GHV’s information.
