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

by deepika

” means, with respect to GHV, any Business Combination apart from the Transactions, together with the Merger. ” means, with respect to any of the AMP Entities or the AMP Business, any Business Combination other than the Transactions, including the Merger. ” means any motion, suit, proceeding, arbitration, claim, demand, litigation, prosecution, contest, investigation, inquiry, hearing, inquest, audit, complaint, dispute or other legal recourse, in every case, by or before a Governmental Authority or arbitration tribunal, whether civil, criminal, administrative, disciplinary or otherwise.

Except as wouldn’t be material to the AMP Business or the AMP Entities, taken as a complete, every of Ardagh and its Affiliates takes and has taken commercially cheap actions to maintain and defend the confidentiality of all Trade Secrets included within the Owned Intellectual Property and no such Trade Secret has been authorized to be disclosed or, to the Knowledge of Ardagh, has been actually disclosed by Ardagh or any of its Affiliates to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use thereof. Ardagh has made obtainable to GHV true, appropriate and complete copies of all material revenue tax returns filed by or with respect to all AMP Entities for tax years ending on or after December 31, 2017. All materials Tax Returns required to have been filed by or with respect to the AMP Entities and the AMP Business have been well timed filed and such Tax Returns are true, correct and complete in all material respects. Of the Ardagh Disclosure Schedule, the consent of, session of, rendering of formal recommendation by, issuance of notice to, or making of any filing with, any Employee Representative Body or any Governmental Authority isn’t required for Ardagh to enter into this Agreement or to consummate the Transactions. There isn’t any pending or, to the Knowledge of Ardagh, threatened strike, slowdown, work stoppage, lockout or, as of the date hereof, any materials labor dispute or other materials collective bargaining dispute with respect to the AMP Business.

Pursuant to the Subscription Agreements, AMPSA agreed that, inside 30 calendar days after the date of Closing, it’ll file with the SEC (at AMPSA’s sole price and expense) a registration statement registering the resale of the PIPE Shares, and AMPSA will use its commercially cheap efforts to have the registration assertion declared effective as quickly as practicable after the filing thereof. Notwithstanding anything in this Warrant Certificate or the Warrant Agreement, no Warrant could additionally be exercised except on the time of train a registration assertion covering the Shares to be issued upon train is effective under the Securities Act and a prospectus thereunder regarding the Shares is current, except through “cashless exercise” as offered for within the Warrant Agreement. If Purchaser is a Massachusetts Business Trust, a copy of the Agreement and Declaration of Trust of Purchaser or any affiliate thereof is on file with the Secretary of State of the Commonwealth of Massachusetts and see is hereby on situation that the Agreement is executed on behalf of the trustees of the Purchaser or any affiliate thereof as trustees and not individually and that the obligations of the Agreement usually are not binding on any of the trustees, officers or stockholders of the Purchaser or any affiliate thereof individually however are binding solely upon the Purchaser or any affiliate thereof and its belongings and property.

Effective as of the Effective Time, and to the continuation of the Existing Warrant Agreement in full force and impact from and after the Effective Time, topic at all times to the Existing Warrant Agreement and to the entire 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, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its personal account or for the account of another person. This Agreement, and all claims or causes of action based mostly upon, arising out of, or related to this Agreement or the transactions contemplated herein, shall be ruled by, and construed in accordance with, the legal guidelines of the State of Delaware , without giving impact to principles or guidelines of conflict of laws to the extent such rules or rules would require or permit the appliance of legal guidelines of one other jurisdiction. Will comply as to type in all material respects with all relevant necessities of the Securities Act and the Exchange Act and will not comprise an untrue statement of a fabric fact or omit to state a cloth reality required to be stated therein or necessary to make the statements therein not misleading .

Except as set forth in the GHV Organizational Documents, there aren’t any voting trusts or other agreements or understandings to which GHV is a party with respect to the voting of the capital stock or different equity pursuits of GHV. Of the Ardagh Disclosure Schedule are not obtained or such AMP Material Contract has expired in accordance with its terms, shall continue in full force and impact in accordance with its terms. Each of Ardagh and the AMP Entities have, as applicable, performed in all material respects the obligations required to be performed by it under every AMP Material Contract, have not dedicated any materials breach or default thereunder and, to the Knowledge of Ardagh, the counterparties thereto have not committed any material breach of, and 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 fabric breach, violation or default by Ardagh or the AMP Entity get together, or, to the Knowledge of Ardagh, the counterparties thereto. Ardagh has made out there to GHV true, appropriate and complete copies of each written AMP Material Contract. Each AMP Entity has been duly shaped or organized and is validly present underneath the Laws of its jurisdiction of incorporation or group and has the requisite corporate or entity energy and authority to personal, lease or operate its belongings and to conduct its enterprise as it’s now being carried out, besides where the failure to have such power and authority wouldn’t, individually or within the combination, be materials to the AMP Business or the AMP Entities, taken as a complete.

Other than reimbursement of any out-of-pocket expenses incurred by GHV’s officers and administrators in reference to activities on GHV’s behalf in an mixture amount not in extra of the amount of money held by GHV outside of the Trust Account, GHV has no, and would not reasonably be expected to have any, unsatisfied Liability with respect to any GHV Employee. Except as wouldn’t, individually or within the mixture, result in a cloth liability to the AMP Business or the AMP Entities, taken as a complete, Ardagh and the AMP Entities have accurately classified in accordance with relevant Trade Laws all gadgets, merchandise, expertise, or software program shipped, exported, released million useless digital ad campaigns, transmitted, or transferred by Ardagh or any of its Affiliates or the AMP Entities from one nation to another country. Of the Ardagh Disclosure Schedules and expense reimbursements or advances within the ordinary course of enterprise or pursuant to customary indemnity arrangements with officers and administrators of the AMP Entities, the AMP Entities haven’t extended or maintained credit or renewed an extension of credit score within the type of a personal loan to or for any director, supervisor, officer or employee of the AMP Business, materially modified any term of any such extension or upkeep of credit score or to the Knowledge of Ardagh as of the date hereof, arranged for the extension of credit score to or for any director, manager, officer, employee of the AMP Entities.

The Warrant Agreement offers that upon the incidence of certain events the variety of Shares issuable upon train of the Warrants set forth on the face hereof may, subject to sure conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof could be entitled to obtain a fractional curiosity in a Share, the Company shall, upon train, spherical down to the nearest complete number of Shares to be issued to the holder of the Warrant. Warrants could also be exercised at any time during the Exercise Period set forth within the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate could exercise them by surrendering this Warrant Certificate, with the form of election to buy set forth hereon properly accomplished and executed, along with fee of the Exercise Price as specified within the Warrant Agreement (or by way of “cashless exercise” as provided for within the Warrant Agreement) at the principal corporate belief office of the Warrant Agent. In the occasion that upon any train of Warrants evidenced hereby the variety of Warrants exercised shall be less than the total variety of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a brand new Warrant Certificate evidencing the number of Warrants not exercised. This Agreement and the Existing Warrant Agreement, as modified by this Agreement, constitutes the entire understanding of the events and supersedes all prior agreements, understandings, arrangements, guarantees and commitments, whether written or oral, express or implied, referring to the topic material hereof, and all such prior agreements, understandings, preparations, guarantees and commitments are hereby canceled and terminated.

Prior to the Closing, in reference to the entry into the Registration Rights and Lock-Up Agreement, GHV shall cause to be terminated all present registration rights agreements entered into between GHV and any other get together, together with the Sponsor but not together with any PIPE Investors. No parties to any such terminated registration rights agreements shall have any additional rights or obligations thereunder. Promptly after the Registration Statement shall have turn into effective, GHV shall cause the Proxy Statement/Prospectus to be mailed to the GHV Stockholders. No filing of, or modification or complement to, the Registration Statement or the Proxy Statement/Prospectus will be made by GHV, Ardagh or AMPSA without offering the other with an affordable opportunity to evaluate and remark thereon and every Party shall give reasonable and good faith consideration to any comments made by another Party and their counsel. Each of GHV, Ardagh and AMPSA might be given an inexpensive opportunity to take part in the response to any SEC feedback and to provide comments on that response , together with by participating with GHV, Ardagh or AMPSA or their counsel in any discussions or meetings with the SEC.

Each share of widespread inventory, par value $0.0001 per share, of MergeCo issued and excellent instantly previous to the Effective Time shall be transformed into and exchanged for one validly issued, fully paid and nonassessable share of frequent stock, par worth $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 functions only and will not be required to be listed therein by the phrases of this Agreement. No reference to, or disclosure of, any merchandise or matter in any Section of the Ardagh Disclosure Schedule or GHV Disclosure Schedule shall be construed as an admission or indication that such item or matter is materials or that such item or matter is required to be referred to or disclosed within the Ardagh Disclosure Schedule or GHV Disclosure Schedule, as applicable. Without limiting the foregoing, no reference to or disclosure of a possible 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 really occurred. ” of any Person means one other Person, of which at least a majority of the outstanding securities or ownership interests having, by their phrases, ordinary voting power to elect a majority of the board of administrators or different individuals performing comparable capabilities is owned or managed directly or indirectly by such first Person or by a number of of its Subsidiaries.

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