Full Textual Content Of “the Instances , 1976, Uk, English”

In making its determination to buy the Acquired Shares, the Purchaser has relied solely upon impartial investigation made by the Purchaser. Without limiting the generality of the foregoing, the Purchaser has not relied on any statements or other info provided by the Placement Agents concerning the Company, Amsterdam or the Acquired Shares. The Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to the Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement . At the Closing, the Company and the Purchaser shall execute and deliver such additional paperwork and take such extra actions as they moderately could deem to be sensible and essential so as to consummate the Subscription contemplated by this Agreement. This Agreement, and all claims or causes of action based mostly upon, arising out of, or related to this Agreement or the Transactions, shall be governed by, and construed in accordance with, the Laws of the State of Delaware , without giving impact to ideas or guidelines of battle of legal guidelines to the extent such principles or rules would require or allow the appliance of Laws of another jurisdiction. AMPSA shall have acquired an opinion from the AMPSA Tax Advisor to the impact that, on the idea of the facts, representations and cheap assumptions set forth in such opinion, for U.S. federal earnings tax purposes, the Merger, taken along with the PIPE Investment and all or a portion of the steps within the Pre-Closing Restructuring, ought to qualify for the Intended Tax Treatment, which opinion may be relied on by GHV as if addressed to it.

” means, with respect to any of the AMP Entities or the AMP Business, any Business Combination apart from the Transactions, together with the Merger. ” means any action, suit, continuing, arbitration, claim, demand, litigation, prosecution, contest, investigation, inquiry, listening to, inquest, audit, criticism, dispute or other authorized recourse, in every case, by or before a Governmental Authority or arbitration tribunal, whether civil, criminal, administrative, disciplinary or otherwise. The foregoing description of the Subscription Agreement and the issuances contemplated thereby does not purport to be complete and is certified in its entirety by the phrases and conditions of the Subscription Agreement, a replica of which is hooked up hereto as Exhibit 10.1 and is incorporated herein by reference.

GHV has not executed or entered right into a closing agreement pursuant to Section 7121 of the Code or any related provision of federal, state, provincial or native Law, and GHV isn’t subject to any personal letter ruling of the IRS or comparable ruling of another Taxing Authority. There are no pending Actions against GHV for any materials amount of Taxes, and GHV has not received notice of any such Action in writing from any Taxing Authority that asserts any deficiency or claim for a material amount of Taxes in opposition to GHV that has not been fully and well timed paid, settled or adequately reserved in the most recent GHV Financial Statements. GHV has never sponsored, maintained or contributed, or been obligated to contribute to, any material Plan nor does GHV have or would moderately be anticipated to have any Liability with respect to any material Plan. No Affiliate of GHV sponsors, maintains or contributes to any Plan for the good factor about any GHV Employee or his or her dependents or beneficiaries, including any material Plan that would supply for post-termination or post-retirement well being, medical or life insurance coverage advantages for the good thing about any GHV Employee. None of GHV nor any of its ERISA Affiliates sponsor, preserve, participate 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 is topic to Title IV of ERISA or is a “multiple employer plan” as defined in Section 413 of the united states

GAAP. Non-GAAP monetary measures could also be thought-about in addition to GAAP monetary information, however shouldn’t be used as substitutes for the corresponding IFRS or U.S. Citigroup is appearing as unique monetary advisor to Ardagh and is acting as joint lead placement agent on the PIPE. This Warrant Certificate shall be ruled by and construed in accordance with the internal legal guidelines of the State of New York, without regard to conflicts of laws principles thereof. IN WITNESS WHEREOF, each of the events has triggered this Agreement to be duly executed as of the date first above written.

Except as set forth within the GHV Organizational Documents, there are no voting trusts or different agreements or understandings to which GHV is a party with respect to the voting of the capital stock or other fairness interests of GHV. Of the Ardagh Disclosure Schedule aren’t obtained or such AMP Material Contract has expired in accordance with its terms, shall continue in full pressure and effect in accordance with its terms. Each of Ardagh and the AMP Entities have, as relevant, carried out in all materials respects the obligations required to be carried out by it beneath each AMP Material Contract, have not committed any material breach or default thereunder and, to the Knowledge of Ardagh, the counterparties thereto haven’t committed any materials breach of, and usually are not in default underneath, any AMP Material Contract, and, as of the date hereof, no event has occurred that, with discover or lapse of time or both, would constitute such a cloth breach, violation or default by Ardagh or the AMP Entity get together, or, to the Knowledge of Ardagh, the counterparties thereto. Ardagh has made obtainable to GHV true, appropriate and full copies of each written AMP Material Contract.

The AMP Insurance Policies cover all materials insurable risks in respect of the AMP Business, and the protection supplied by the AMP Insurance Policies are traditional and customary in amount and scope for the AMP Business as currently carried out and sufficient to adjust to the insurance requirements required to be maintained pursuant to the AMP Material Contracts. None of the AMP Entities at present expects to be or in prior taxable years has been a “passive international investment company” throughout the that means of Section 1297 of the Code. To the Knowledge of Ardagh as of the date hereof, not certainly digital matterport spac 2.9b matterport 86m one of the AMP Entities has been at any time through the five-year interval ending on the Closing Date, a “United States real property holding corporation” inside the meaning of Section 897 of the Code. None of the AMP Entities have constituted a “distributing corporation” or a “controlled corporation” (within the which means of Section 355 of the Code) in a distribution of shares qualifying for tax-free therapy beneath Section 355 of the Code in the final two years previous to the date of this Agreement.

The Company, AGSA and AMPSA and certain of their respective administrators and govt officers may be deemed to be individuals within the solicitation of proxies from the Company’s stockholders in reference to the proposed Business Combination. Information about the Company’s directors and government officers and their ownership of the Company’s securities is set forth within the Company’s filings with the SEC, and information about AGSA’s and AMPSA’s directors and executive officers is or shall be set forth in their respective filings with the SEC. Agreement and any other fairness security of AMPSA issued or issuable with respect to any such AMPSA Share by means of a dividend or stock split in reference to a combination of shares, recapitalization, merger, consolidation or different reorganization or otherwise, and AMPSA will use its cheap efforts to have the registration assertion declared efficient as quickly as practicable after the submitting thereof, but no later than the sixtieth day following the submitting deadline.

Ardagh’s metal packaging enterprise operates 23 production facilities in Europe and the Americas, employs roughly 4,900 people and recorded revenues of $3.5 billion in 2020. Ardagh will retain an approximately 80% stake in AMP and obtain up to $3.four billion in money within 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. The Company and the Warrant Agent might deem and deal with the Registered Holder hereof as the absolute proprietor of this Warrant Certificate , for the aim of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice on the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company. Warrant Certificates, when surrendered at the principal corporate belief office of the Warrant Agent by the Registered Holder thereof in person or by authorized representative or legal professional duly authorized in writing, may be exchanged, in the manner and subject to the limitations offered in the Warrant Agreement, however with out fee of any service cost, for one more Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like variety of Warrants.

Any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in impact on the Closing Date) acquiring helpful ownership (as defined in Rules 13d-3 and 13d-5 beneath the Exchange Act) of the voting inventory of AMPSA representing more than fifty % (50%) of the voting power of the capital inventory of AMPSA entitled to vote for the election of administrators of AMPSA. Such other documents or certificates as shall be fairly determined by Ardagh and its counsel to be required so as to consummate the Transactions. Such different documents or certificates as shall be fairly decided by GHV and its counsel to be required in order to consummate the Transactions. ” means all relevant customs, import and export Laws and regulations in jurisdictions during which the AMP Business or any of the AMP Entities does business or is in any other case subject to jurisdiction.

In such event, the variety of shares to be registered for each promoting shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders, and the Company will use its commercially cheap efforts to file with the SEC, as promptly as allowed by the SEC, a quantity of registration statements to register the resale of those Acquired Shares that weren’t registered on the initial Registration Statement, as so amended. For as long as the Purchaser holds Acquired Shares, the Company will use commercially affordable efforts to file all stories for so lengthy as the situation in Rule 144 (or Rule 144, if applicable) is required to be satisfied, and provide all customary and affordable cooperation, necessary to enable the Purchaser to resell the Acquired Shares pursuant to Rule one hundred forty four of the Securities Act. The Purchaser understands that the Acquired Shares are being provided in a transaction not involving any public offering inside the meaning of the Securities Act and that the Acquired Shares have not been registered underneath the Securities Act. The Purchaser understands that the Acquired Shares may not be resold, transferred, pledged or in any other case disposed of by the Purchaser absent an effective registration assertion underneath the Securities Act except to the issuer of such securities or a subsidiary thereof, to non-U.S.

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