The Business Combination Agreement may be terminated at any time previous to the Closing by mutual written consent of the Company and AGSA and in certain different circumstances, together with if the Business Combination has not been consummated by September 30, 2021 and the delay in closing prior to such date isn’t as a end result of breach of the Business Combination Agreement by the get together seeking to terminate. The Company has a quantity one presence in the Americas and Europe and is the second-largest beverage can producer in Europe and the third-largest in North America and Brazil. The Company believes that strong demand in traditional and new beverage categories coupled with environmentally-conscious finish customers are driving an inflection level in beverage can demand and the Company is well positioned to capitalize on these multifaceted development opportunities.

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 remedy beneath Section 355 of the Code in the final two years prior to the date of this Agreement. To the Knowledge of Ardagh as of the date hereof, no declare has been made inside the prior three years by any Taxing Authority in a jurisdiction the place any of the AMP Entities don’t file Tax Returns that any AMP Entity is or could additionally be subject to taxation by, or required to file Tax Returns in, such jurisdiction. The Owned Real Property and the Leased Real Property, together with the rights granted or providers to be supplied by Ardagh and its Subsidiaries to the AMP Entities pursuant to the Services Agreement, constitute the entire pursuits in real property owned, leased or licensed by the AMP Entities and which are essential for the continued operation of the AMP Business as presently carried out. The GHV Shares Consideration delivered upon the trade of the GHV Closing Shares in accordance with the phrases hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such GHV Closing Shares. Immediately after the Effective Time, the board of directors and govt officers of the Surviving Corporation shall be the board of administrators and govt officers of MergeCo instantly previous to the Effective Time. At the Effective Time, upon the phrases and topic to the circumstances of this Agreement and in accordance with the applicable provisions of the DGCL, MergeCo and GHV shall consummate the Merger, pursuant to which MergeCo shall be merged with and into GHV, following which the separate company existence of MergeCo shall cease and GHV shall proceed because the Surviving Corporation after the Merger and as a direct, wholly-owned subsidiary of AMPSA.

The description of the AMP Business to be included within the registration statement/proxy assertion to be provided to the stockholders of GHV in reference to the Transaction shall not be materially inconsistent with the knowledge included within the Disclosure Package . Except for the GHV Warrants or as in any other case expressly contemplated by this Agreement, there are no outstanding choices, warrants, buy rights, subscription rights, conversion rights, exchange rights or other Contracts or commitments that might require GHV to issue, sell or in any other case trigger to become excellent any of its fairness securities. There are not any excellent or licensed stock appreciation, phantom inventory or comparable rights with respect to the equity securities of GHV.

No indemnifying get together shall, with out the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which can’t be settled in all respects by the payment of cash and which settlement features a assertion or admission of fault or culpability on the part of such indemnified party or does not embody as an unconditional time period thereof the giving by the claimant or plaintiff to such indemnified party of a launch from all liability in respect to such claim or litigation. Insofar because freezes digital project the Claim or expense arises out of or is based upon an unfaithful assertion or alleged untrue statement or omission or alleged omission made in such filing in reliance upon and in conformity with info furnished in writing to the Company by such Holder expressly to be used therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters to the same extent as offered in the foregoing with respect to the indemnification of the Holder.

Each Warrant entitles the holder, upon train through the interval set forth within the Warrant Agreement referred to beneath, to receive from the Company that variety of absolutely paid and non-assessable Shares as set forth below, on the train value (the “Exercise Price”) as decided pursuant to the Warrant Agreement, payable in lawful cash (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and fee of the Exercise Price on the office or agency of the Warrant Agent referred to below, topic to the situations set forth herein and in the Warrant Agreement. Defined terms used on this Warrant Certificate however not defined herein shall have the meanings given to them within the Warrant Agreement. ”); provided, nonetheless, that the Company could not delay or droop the Registration Statement on greater than two occasions or for greater than sixty consecutive calendar days, or more than ninety total 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 materials, nonpublic data regarding the Company aside from to the extent that providing discover to Purchaser of the incidence of the Suspension Event may represent materials, 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; supplied, however, 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 in order to comply with relevant authorized, regulatory, self-regulatory or skilled necessities or in accordance with a bona fide pre-existing document retention policy or to copies stored electronically on archival servers because of automatic data back-up. GHV is a authorized entity duly organized, validly present and in good standing under the Laws of the State of Delaware.

Agreement and another equity security of AMPSA issued or issuable with respect to any such AMPSA Share by the use of a dividend or inventory split in reference to a mix of shares, recapitalization, merger, consolidation or other reorganization or in any other case, and AMPSA will use its reasonable efforts to have the registration statement declared efficient as quickly as practicable after the filing thereof, but no later than the 60th day following the submitting deadline. Neither AMP’s independent auditors, nor the impartial registered public accounting agency of Gores Holdings V, have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion on this press release, and accordingly, neither of them have expressed an opinion or provided some other form of assurance with respect thereto for the aim of this press release. The projected monetary data contained on this press launch constitutes forward-looking data. The assumptions and estimates underlying such projected monetary information are inherently unsure and are subject to all kinds of serious enterprise, economic, aggressive and other risks and uncertainties that might trigger precise outcomes to differ materially from these contained within the prospective financial information. Actual outcomes may differ materially from the outcomes contemplated by the projected monetary information contained on this press release, and the inclusion of such information in this press launch shouldn’t be considered a representation by any individual that the results mirrored in such projections will be achieved. The Company will use its affordable greatest efforts to ensure that no Underwriter shall require any Holder to make any representations or warranties to or agreements with the Company or the Underwriters aside from representations, warranties or agreements concerning such Holder and such Holder’s intended technique of distribution and another representation required by regulation, and if, regardless of the Company’s cheap greatest efforts, an Underwriter requires any Holder to make extra representation or warranties to or agreements with such Underwriter, such Holder could elect to not take part in such Underwritten Offering .

At the Closing, the Company and the Purchaser shall execute and ship such further paperwork and take such extra actions as they fairly might 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 primarily based upon, arising out of, or associated to this Agreement or the Transactions, shall be governed by, and construed in accordance with, the Laws of the State of Delaware , with out giving impact to principles or guidelines of conflict of laws to the extent such ideas or rules would require or permit the application of Laws of one other jurisdiction. AMPSA shall have obtained an opinion from the AMPSA Tax Advisor to the impact that, on the basis of the details, representations and affordable assumptions set forth in such opinion, for U.S. federal revenue tax functions, the Merger, taken together with the PIPE Investment and all or a portion of the steps in the Pre-Closing Restructuring, should qualify for the Intended Tax Treatment, which opinion may be relied on by GHV as if addressed to it. In rendering such opinion, the AMPSA Tax Advisor might depend upon the Tax Officer’s Certificates, which certificates shall be efficient as of the date of such tax opinion.

As of the date of this Agreement, no event has occurred which might constitute a breach or default or stop any of the Commitment Conditions Precedent from being glad, in each case on the part of the AMPSA Financing Parties, or, to the Knowledge of Ardagh, any other events thereto, under the Commitment Financing Documents. As of the date of this Agreement, Ardagh doesn’t have any purpose to imagine that any of the Commitment Conditions Precedent won’t be glad, or that the Debt Financing might be delayed or otherwise not be out there to be funded to the relevant AMPSA Financing Parties. Ardagh has absolutely paid, or caused to be absolutely paid, all commitment charges and different fees to the extent required to be paid on or previous to the date of this Agreement in connection with the Committed Debt Financing.

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