”), and the Company shall use its commercially affordable efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the submitting thereof, but no later than the earlier of the sixtieth calendar day (or the ninetieth calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Closing Date and the 10th enterprise day after the date the Company is notified by the SEC that the Registration Statement will not be “reviewed” or is not going to be subject to further evaluation. A considerably complete draft of the Registration Statement shall be offered to the Purchaser no much less than two Business Days prior to filing. The Company agrees to trigger such registration assertion or one other shelf registration assertion to remain efficient until the sooner of two years from the issuance of the Acquired Shares, or the primary date on which the Purchaser can promote all of its Acquired Shares beneath Rule 144 of the United States Securities Act within ninety days without limitation as to the amount or method of sale of such securities which could be bought and without the requirement for the Company to be in compliance with the present public data required beneath Rule 144 (or Rule 144, if applicable).
The Exercise Price is subject to adjustment upon the incidence of sure events set forth in the Warrant Agreement. IN WITNESS WHEREOF, every of the events has brought on this Agreement to be duly executed as of the date first above written. A copy of this Agreement shall be obtainable in any respect cheap occasions on the office of the Warrant Agent within the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent could require any such Registered Holder to submit his, her or its Warrant for inspection by the Warrant Agent.
AMP will maintain Ardagh’s metal packaging enterprise, which is a number one provider of beverage cans globally, with a specific focus on The Americas and Europe. Headquartered, in Luxembourg, the enterprise provides sustainable and infinitely-recyclable metallic packaging to a diversified buyer base of main world, regional and nationwide beverage producers. Ardagh’s metallic packaging enterprise operates 23 production services in Europe and the Americas, employs approximately 4,900 people and recorded revenues of $3.5 billion in 2020. Ardagh will retain an approximately 80% stake in AMP and receive up to $3.4 billion in money in the transactions. Paul Coulson, Chairman and CEO of Ardagh, will serve as Chairman and Shaun Murphy, COO of Ardagh, will serve as Vice Chairman of the Company following the closing of the transaction.
Prior to the date of this Agreement, Ardagh has made available to GHV true, appropriate and full copies of each deed (or relevant non-U.S. equivalent evidence of title) for the Owned Real Property and all materials title insurance insurance policies and surveys relating to Owned Real Property to the extent in Ardagh’s or any of its Subsidiaries’ possession or management. Neither Ardagh nor any of its Subsidiaries has leased, licensed or otherwise granted to any Person the best to make use of or occupy such Owned Real Property or any material portion thereof, and there are not any outstanding choices, rights of first supply, rights of first refusal or different rights in favor of any Person to buy such Owned Real Property, any portion thereof or any interest therein. The GHV Shares Consideration shall be appropriately adjusted to mirror the effect of any inventory split, reverse stock break up, stock dividend, reorganization, recapitalization, reclassification, mixture, change of shares or other like change with respect to GHV Common Stock occurring on or after the date of this Agreement and prior to the Effective Time. ” of any Person means one other Person, of which a minimum of a majority of the outstanding securities or possession pursuits having, by their terms, odd voting energy to elect a majority of the board of administrators or different persons performing related functions is owned or managed instantly or not directly by such first Person or by a number of of its Subsidiaries. ” means, with respect to any Person, such Person’s Affiliates and its and their respective skilled advisors, administrators, officers, members, managers, stockholders, companions, staff, agents and approved representatives.
Company investors and stockholders are not third-party beneficiaries beneath the Business Combination Agreement and mustn’t depend on the representations, warranties or covenants of any party to the Business Combination Agreement. Moreover, information regarding the subject material of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully mirrored in the Company’s public disclosures. This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares, par worth EUR 0.01 per share (“Shares”), of Ardagh Metal Packaging S.A., a public restricted liability firm (société anonyme) ruled by the legal guidelines of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg trade and corporations register (Registre de Commerce et des Sociétés, Luxembourg) underneath number B (the “Company”). Defined phrases used on this Warrant Certificate however not defined herein shall have the meanings given to them in the Warrant Agreement. GHV is a legal entity duly organized, validly current and in good standing underneath the Laws of the State of Delaware.
The Company shall, as quickly as practicable following the approval of Capital Increase by the board of administrators, deliver or trigger to be delivered in book-entry kind the Acquired Shares to the Purchaser or to a custodian designated by the Purchaser, as relevant. Of the GHV Disclosure Schedules, none of GHV or any Subsidiary or Representative of GHV shall settle or comply with settle any such stockholder Action or consent to the identical with out the prior written consent of Ardagh, such consent to not be unreasonably withheld, conditioned or delayed. At or previous to Closing to an amount which might yield web proceeds lower than $2,315,000,000, adds or expands on the conditions precedent to the funding of the Debt Financing, as in comparison with the Commitment Conditions Precedent as in effect on the date hereof or adversely affects the power of the AMPSA Financing Parties to enforce their respective rights in opposition to the Debt Financing Sources, as in comparison with the terms of the Committed Debt Financing Documents as in impact on the date hereof. ”), the GHV Board reaffirms in good religion that a failure to withdraw or modify such GHV Board Recommendation can be inconsistent with the GHV Board’s fiduciary duties beneath applicable Law. If requested by Ardagh, GHV shall, and shall use its reasonable finest efforts to trigger its Representatives to, during the GHV Intervening Event Notice Period, interact in good religion negotiations with Ardagh and its respective Representatives to make such changes within the terms and conditions of this Agreement in order to obviate the necessity for any withdrawal or modification of such GHV Board Recommendation.
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The Purchaser understands and acknowledges that the purchase and sale of the Acquired Shares hereunder meets the exemptions from filing under FINRA Rule 5123 and the institutional customer exemption beneath FINRA Rule 2111. The preliminary press launch referring to this Agreement shall be a joint press launch issued on the date of this Agreement, the text of which has been agreed to by every of GHV and Ardagh. Thereafter, no press releases or comparable public bulletins related to this Agreement or the Transactions shall be issued by Ardagh or GHV or any of their respective Affiliates, without the prior written consent of Ardagh and GHV , except as could additionally be required by relevant Law or by the phrases of any listing settlement with a securities trade on which the securities of Ardagh or GHV are listed , or any such press launch or public announcement, the content of which is consistent with that of any prior or contemporaneous press launch or public announcement by Ardagh or GHV in compliance with this Agreement. Without limiting the foregoing, upon the reasonable request of Ardagh or GHV, the requested Party shall, and shall cause its managed Affiliates to, execute, acknowledge and deliver all such additional assurances, deeds, assignments, consequences, powers of legal professional and other instruments and agreements as could fairly be required to impact the Transactions. As of the date of this Agreement, there aren’t any conditions precedent related to the funding of the total amount of the Committed Debt Financing other than the Commitment Conditions Precedent expressly set forth within the Commitment Financing Documents delivered to GHV, and there aren’t any, and there aren’t contemplated to be any, agreements, aspect letters or preparations regarding the Committed Debt Financing that may affect the supply or conditionality of the Committed Debt Financing apart from the Commitment Financing Documents delivered to GHV.