Except for such issues as haven’t had and wouldn’t be moderately more doubtless to have, individually or within the mixture, a Material Adverse Effect, there is not any motion, swimsuit, declare or different continuing, 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 in opposition to the Company, or judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding towards the Company. Of the GHV Disclosure Schedules, none of GHV or any Subsidiary or Representative of GHV shall settle or conform 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. ”), the GHV Board reaffirms in good faith that a failure to withdraw or modify such GHV Board Recommendation could be inconsistent with the GHV Board’s fiduciary duties under relevant Law. If requested by Ardagh, GHV shall, and shall use its reasonable best efforts to cause its Representatives to, during the GHV Intervening Event Notice Period, engage in good religion negotiations with Ardagh and its respective Representatives to make such changes within the terms and circumstances of this Agreement in order to obviate the necessity for any withdrawal or modification of such GHV Board Recommendation. GHV, Ardagh and AMPSA shall notify each other promptly of the time when the Registration Statement has turn into effective, of the issuance of any cease order or suspension of the qualification of the Shares or AMPSA Warrants issuable in reference to the Merger for offering or sale in any jurisdiction, or of the receipt of any feedback from the SEC or the workers of the SEC and of any request by the SEC or the workers of the SEC for amendments or dietary supplements to the Proxy Statement/Prospectus or the Registration Statement or for additional info. Without limiting the generality of the foregoing, each of GHV, Ardagh and AMPSA shall cooperate with one another within the preparation of every of the Proxy Statement/Prospectus and the Registration Statement, and every of Ardagh and GHV shall furnish AMPSA with all data concerning it and its affiliates because the offering party may deem moderately needed or advisable in reference to the preparation of the Proxy Statement/Prospectus or the Registration Statement, as relevant.
Reference to any Law means such Law as amended, modified, codified, replaced or re-enacted, in complete or partially, from time to time, including guidelines, rules, enforcement procedures and any interpretations promulgated thereunder. Unless in any other case specified, references to Articles, Sections, clauses, Exhibits or Annexes shall refer to the Articles, Sections, clauses, Exhibits or Annexes to this Agreement, and any references to a clause shall, until in any other valve 7.8m eu digital marketporter theverge case identified, refer to the appropriate clause throughout the similar Section or sub-Section in which such reference happens. The use of the phrases “hereunder”, “hereof”, “hereto” and words of comparable import shall discuss with this Agreement as a complete and to not any explicit Article, Section or clause of or Exhibit or Annex to this Agreement.
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 assertion 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 the rest in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless on the time of train a registration assertion masking the Shares to be issued upon exercise is efficient underneath the Securities Act and a prospectus thereunder relating to the Shares is present, besides through “cashless exercise” as offered for in the Warrant Agreement. If Purchaser is a Massachusetts Business Trust, a replica 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 condition that the Agreement is executed on behalf of the trustees of the Purchaser or any affiliate thereof as trustees and never 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 only upon the Purchaser or any affiliate thereof and its belongings and property. The Purchaser grew to become conscious of this providing of the Acquired Shares solely by the use of direct contact between the Purchaser and the Company, GHV or a consultant of the Company or GHV, and the Acquired Shares have been supplied to the Purchaser solely by direct contact between the Purchaser and the Company, GHV or a representative of the Company or GHV.
At or previous to Closing to an quantity which would yield internet proceeds less than $2,315,000,000, adds or expands on the circumstances precedent to the funding of the Debt Financing, as in comparability with the Commitment Conditions Precedent as in effect on the date hereof or adversely impacts the flexibility of the AMPSA Financing Parties to enforce their respective rights towards the Debt Financing Sources, as compared to the phrases of the Committed Debt Financing Documents as in effect on the date hereof. Each of AMPSA and GHV shall use its affordable best efforts to trigger the GHV Units, the GHV Common Stock and the GHV Warrants to be delisted from Nasdaq and to have GHV terminate its registration with the SEC pursuant to Sections 12, 12 and 15 of the Exchange Act as of the Closing Date or as soon as practicable thereafter. That without the prior written consent of GHV, neither Ardagh nor AMPSA shall use any such data for any function aside from to acquire needed Securities Law or “Blue Sky” permits and approvals. During the Interim Period, GHV shall use its affordable best efforts previous to the Merger to keep up the listing of the GHV Units, the GHV Common Stock and the GHV Warrants on Nasdaq. In the case of a current report required to be filed by GHV or an Affiliate thereof on Form 8-K, GHV shall, prior to the submitting of any such current report on Form 8-K, seek the advice 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 related provision of federal, state, provincial or local Law, and GHV is not subject to any non-public letter ruling of the IRS or comparable ruling of some other Taxing Authority.
All of the issued and outstanding fairness or different possession interests of the AMP Entities have been issued in all materials respects with the applicable Organizational Documents of every AMP Entity and with relevant Law, and have not been issued in violation of any preemptive or comparable rights. All of the issued and outstanding fairness or different possession interests of the AMP Entities are owned, immediately or not directly, by Ardagh free and clear of all Encumbrances apart from Permitted Encumbrances and, as of the Closing, the entire issued and outstanding equity or other ownership interests of the AMP Entities shall be owned, immediately or not directly, by AMPSA, free and clear of all Encumbrances aside from Permitted Encumbrances. Ardagh has made out there to GHV true, correct and full copies of the Organizational Documents of each AMP Entity as in effect on the date of this Agreement. At the Effective Time, the impact of the Merger shall be as offered in this Agreement, the Certificate of Merger and the relevant provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of MergeCo and GHV shall turn into the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Corporation, which shall embody the assumption by the Surviving Corporation of any and all agreements, covenants, duties and obligations of MergeCo and GHV set forth on this Agreement to be performed after the Effective Time. For purposes of the 1915 Law a contribution-in-kind of the GHV Closing Shares shall be made to AMPSA by or on behalf of the GHV Stockholders, in reference to the Merger in opposition to issue of the GHV Shares Consideration upon a share capital enhance realized by AMPSA by advantage of the foregoing.
This Agreement , the Confidentiality Agreement and the Related Agreements constitute the entire agreement among the Parties and supersede any prior understandings, agreements, or representations by or among the many Parties, written or oral, that will have related in any method to the topic material hereof. No representations, warranties, covenants, understandings, agreements, oral or otherwise, regarding the Transactions exist among the many Parties, except as expressly set forth on this Agreement or the Related Agreements. Each of Ardagh, AMPSA and GHV shall use its reasonable finest efforts to cause the Shares and AMPSA Warrants issuable within the Transactions and the Shares that can become issuable upon the exercise of the AMPSA Warrants to be accredited for itemizing on NYSE, subject to official notice of issuance, as promptly as practicable after the date of this Agreement, and in any occasion previous to the Closing Date. And provision of notice thereof to the Trustee , in accordance with and pursuant to the Trust Agreement, on the Closing, GHV shall cause the paperwork, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and use reasonable finest efforts to cause the Trustee to pay as and when due all amounts payable to GHV Stockholders in accordance with the GHV Stock Redemption, and immediately thereafter, pay all remaining quantities then available within the Trust Account in accordance with this Agreement and the Trust Agreement, and thereafter, the Trust Account shall terminate, except as in any other case provided therein. GHV shall promptly (and in no occasion later than twenty-four hours after changing into aware of such proposal, provide or request for information) notify Ardagh of any proposals, presents or requests for data made with respect to an Alternate GHV Combination following GHV’s awareness thereof and supply Ardagh a copy of such proposal, offer or request for data, if in writing.