”); supplied, nonetheless, that the Company might not delay or suspend the Registration Statement on greater than two events or for more than sixty consecutive calendar days, or more than ninety whole calendar days, in each case throughout any twelve-month interval. The Company shall not, when so advising Purchaser of such Suspension Event, provide Purchaser with any material, nonpublic data regarding the Company other than to the extent that providing discover to Purchaser of the incidence of the Suspension Event might represent material, nonpublic data concerning the Company. If so directed by the Company, Purchaser will ship to the Company or, in Purchaser’s sole discretion destroy, all copies of the prospectus overlaying the Acquired Shares in Purchaser’s possession; provided, nonetheless, that this obligation to deliver or destroy all copies of the prospectus shall not apply to the extent Purchaser is required to retain a copy of such prospectus to be able to comply with relevant authorized, regulatory, self-regulatory or professional requirements or in accordance with a bona fide pre-existing doc retention coverage or to copies stored electronically on archival servers on account of automated data back-up.
The Purchaser agrees to disclose its ownership to the Company upon request to help the Company in making the willpower described above. Notwithstanding the foregoing, if the SEC prevents the Company from including any or the entire shares proposed to be registered beneath the Registration Statement due to limitations on using Rule 415 of the Securities Act for the resale of the Acquired Shares or otherwise, such Registration Statement shall register the resale of numerous shares which is the same as the utmost variety of shares as is permitted by the SEC. In such event, the variety of shares to be registered for each selling shareholder named in the Registration Statement shall be lowered pro rata among all such selling shareholders, and the Company will use its commercially affordable efforts to file with the SEC, as promptly as allowed by the SEC, one or more registration statements to register the resale of these Acquired Shares that were not registered on the preliminary Registration Statement, as so amended.
Information about Gores Holdings V’s directors and executive officers and their ownership of Gores Holdings V’s securities is set forth in Gores Holdings V’s filings with the SEC, and information about Ardagh’s and AMP’s administrators and government officers is or might be set forth in their respective filings with the SEC. Additional data relating to the pursuits of those individuals and other persons who could additionally be deemed individuals within the proposed Business Combination may be obtained by studying the proxy statement/prospectus concerning the proposed Business Combination when it becomes available. Assuming no share redemptions by the basic public stockholders of Gores Holdings V, approximately $525 million in money held in Gores Holdings V’s trust account, together with the $600 million in non-public placement proceeds and approximately $2.three billion of the new debt raised by AMP, might be used to pay as a lot as $3.four billion in cash to Ardagh, in addition to to pay transaction expenses. ”) for the good factor about GHV, its public stockholders and the underwriters of GHV’s preliminary public offering.
The GHV Shares Consideration shall be appropriately adjusted to replicate the impact of any inventory split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, trade of shares or different like change with respect to GHV Common Stock occurring on or after the date of this Agreement and previous to the Effective Time. ” means the securities laws of any state, federal or national entity, whether U.S. or non-U.S., and the rules and regulations promulgated thereunder. ” means the Registration Rights and Lock-Up Agreement, the Shareholders Agreement, the Subscription Agreements, the Services Agreement, the Transfer Agreement, the Warrant Assignment, Assumption and Amendment Agreement and all other agreements, certificates and instruments executed and delivered by the Parties in reference to the Transactions. ” means any and all applicable Laws referring to the receipt, assortment, compilation, use, storage, processing, sharing, safeguarding, security , disposal, destruction, disclosure or transfer (including cross-border) of any Personal Information, including the Federal Trade Commission Act, California Consumer Privacy Act , Brazilian General Data Protection Law , and EU General Data Protection Regulation , any applicable Laws regarding breach notification or marketing in reference to any Personal Information, and any Laws referring to the use of biometric identifiers.
Each share of common inventory, par value $0.0001 per share, of MergeCo issued and outstanding immediately prior to the Effective Time shall be transformed into and exchanged for one validly issued, fully paid and nonassessable share of widespread stock, par value $0.0001 per share, of the Surviving Corporation. Certain items and issues are listed within the Ardagh Disclosure Schedule or GHV Disclosure Schedule for informational functions solely and is most likely not required to be listed therein by the phrases of this Agreement. No reference to, or disclosure of, any item 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 attainable breach or violation of any contract or Law shall be construed as an admission or indication to any third celebration pc 7.8m eu digital marketporter that a breach or violation exists or has actually occurred. ” of any Person means another Person, of which at least a majority of the outstanding securities or possession pursuits having, by their terms, ordinary voting power to elect a majority of the board of administrators or other individuals performing similar functions is owned or managed immediately or indirectly by such first Person or by a quantity of of its Subsidiaries. ” means any particular person, corporation, partnership, restricted partnership, restricted liability firm, syndicate, person (including, a “person” as defined in Section 13 of the Exchange Act), belief, association or entity or Governmental Authority or any political subdivision, agency or instrumentality thereof.
Will comply as to form in all materials respects with all applicable necessities of the Securities Act and the Exchange Act and won’t contain an untrue statement of a cloth truth or omit to state a material reality required to be acknowledged therein or necessary to make the statements therein not deceptive . If the Registration was initiated by the Company for its own account or that of a Company stockholder other than pursuant to rights beneath this Agreement, in each case to be registered for offer and sale within the relevant Registration. The parties hereto intend for the Subscription, together with the Transaction, to qualify collectively as an trade under Section 351 of the Code and will not take any inconsistent place on any tax return or through the course of any audit, litigation or different continuing with respect to taxes, besides as in any other case required by a determination inside the that means of Section 1313 of the Code. GHV has not acquired any written communication from a governmental authority that alleges that GHV is not in compliance with or is in default or violation of any relevant regulation, besides the place such non-compliance, default or violation wouldn’t fairly be expected to have, individually or within the combination, a GHV Material Adverse Effect. GHV is duly included and validly current as a corporation in good standing under the legal guidelines of the State of Delaware, with corporate power and authority to own, lease and function its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations beneath this Agreement.
GHV shall comply in all materials respects with all relevant rules and regulations promulgated by the SEC, any relevant guidelines and laws of Nasdaq, GHV Organizational Documents, and this Agreement within the preparation, submitting and distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, the calling and holding of the GHV Stockholders’ Meeting and the GHV Stock Redemption. The execution and delivery of this Agreement and each of the Related Agreements to which it’s a celebration by GHV, the efficiency by GHV of its obligations hereunder and thereunder and the consummation by GHV of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of GHV, topic to the receipt of GHV Stockholder Approval. Other than receipt of GHV Stockholder Approval, no other motion on the part of GHV is critical to authorize this Agreement and the Related Agreements to which GHV is a celebration or the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and upon their execution and supply each of the Related Agreements to which GHV is a celebration shall have been, duly executed and delivered by it, and this Agreement constitutes, and upon their execution the Related Agreements to which GHV is a celebration shall constitute, topic solely to the receipt of GHV Stockholder Approval, the legal, valid and binding obligations of GHV, enforceable against it in accordance with their respective phrases, except because the enforceability hereof may be restricted by the Enforceability Exceptions. There are not any pending Actions towards any AMP Entity for any materials quantity of Taxes, and no AMP Entity has obtained discover of any such Action in writing from any Taxing Authority that asserts any deficiency or claim for a material quantity of Taxes towards any AMP Entity, that has not been totally and timely paid, settled or adequately reserved in the newest AMP Consolidated Financial Statements.
Any Person or “group” (within the which means of Rules 13d-3 and 13d-5 under the Exchange Act as in impact on the Closing Date) acquiring beneficial possession (as defined in Rules 13d-3 and 13d-5 beneath the Exchange Act) of the voting stock of AMPSA representing more than fifty p.c (50%) of the voting energy of the capital stock of AMPSA entitled to vote for the election of directors of AMPSA. Such different documents or certificates as shall be fairly determined by Ardagh and its counsel to be required to have the ability to consummate the Transactions. Such different documents or certificates as shall be fairly determined by GHV and its counsel to be required to find a way to consummate the Transactions. ” means all relevant customs, import and export Laws and laws in jurisdictions in which the AMP Business or any of the AMP Entities does business or is otherwise topic to jurisdiction.
The Company has all requisite liability company power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby, together with the issuance of the Acquired Shares to the Purchaser in accordance with the phrases hereof. Prior to the Closing, in reference to the entry into the Registration Rights and Lock-Up Agreement, GHV shall trigger to be terminated all present registration rights agreements entered into between GHV and any other party, together with the Sponsor however not together with any PIPE Investors. No events to any such terminated registration rights agreements shall have any further rights or obligations thereunder. Promptly after the Registration Statement shall have become efficient, GHV shall cause the Proxy Statement/Prospectus to be mailed to the GHV Stockholders. No filing of, or modification or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made by GHV, Ardagh or AMPSA without providing the other with an affordable opportunity to evaluation and remark thereon and every Party shall give affordable and good religion consideration to any feedback made by some other Party and their counsel. Each of GHV, Ardagh and AMPSA might be given a reasonable opportunity to take part in the response to any SEC comments and to supply feedback on that response , together with by collaborating with GHV, Ardagh or AMPSA or their counsel in any discussions or meetings with the SEC.