There are no material outstanding or unresolved feedback in remark letters from the employees of the Division of Corporation Finance of the SEC with respect to any of the SEC Documents. Each of Ardagh, AMPSA and MergeCo is a authorized entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization . Each of Ardagh, AMPSA and MergeCo has all requisite power and authority to conduct its respective business as it’s now being carried out and, if relevant, to personal, lease and operate its property and assets, except where the failure to have such power and authority would not, individually or in the combination, be materials to the AMP Business or the AMP Entities, taken as a whole. Each of Ardagh, AMPSA and MergeCo has all requisite corporate princeton digital asia 500m 2b or restricted legal responsibility firm energy and authority to enter into this Agreement and each of the Related Agreements to which it is a party, and, following receipt of the MergeCo Stockholder Approval, to hold out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of Ardagh, AMPSA and MergeCo is duly licensed or certified to do enterprise and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its enterprise requires such licensing or qualification, besides to the extent that the failure to be so licensed, certified or in good standing would not, individually or in the aggregate, be material to the AMP Business or the AMP Entities, taken as a whole.
Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or settlement with similar terms and conditions among the many events thereto and within the occasion of a battle between any such settlement or agreements and this Agreement, the terms of this Agreement shall prevail. If any term or different provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of regulation, or public policy, all other situations and provisions of this Agreement shall nonetheless remain in full force and impact so lengthy as the economic or authorized substance of the transactions contemplated herein just isn’t affected in any manner materially opposed to any celebration hereto. Upon such dedication that any time period or different provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good religion to change this Agreement so as to impact the unique intent of the events hereto as closely as attainable in a mutually acceptable manner in order that the transactions contemplated herein be consummated as initially contemplated to the fullest extent attainable. If the Transaction just isn’t consummated, the Company shall notify the Purchaser of the termination of the Business Combination Agreement promptly after the termination of such settlement.
The Holders shall use affordable finest efforts to work with the Company and the Underwriters so as to facilitate preparation of the Registration Statement, Prospectus and different providing documentation associated to the Block Trade and any related due diligence and luxury procedures. In the occasion of a Block Trade, and after consultation with the Company, the Demanding Holders and the Requesting Holders shall decide the Maximum Number of Securities, the underwriter or underwriters and share worth of such offering. ”) topic to the fiduciary or prohibited transaction provisions of ERISA or part 4975 of the Code, the Purchaser represents and warrants that it has not relied on the Company or any of its affiliates for investment advice because the Plan’s fiduciary with respect to its choice to amass and hold the Acquired Shares, and none of the Company or any of its affiliates shall at any time be relied upon as the Plan’s fiduciary with respect to any choice to amass, proceed to carry or transfer the Acquired Shares. ”), and, besides as otherwise consented to by GHV and the Company, all kinds of direct and oblique inventory pledges , forward sale contracts, choices, puts, calls, swaps and related preparations , and sales and different transactions by way of non-U.S.
GHV is duly licensed or qualified to do enterprise and is in good standing in each jurisdiction during which the properties owned or leased by it or the operation of its business requires such licensing or qualification, besides to the extent that the failure to be so licensed, certified or in good standing wouldn’t have a GHV Material Adverse Effect. GHV has made obtainable to Ardagh true, correct and full copies of the Organizational Documents of GHV as in effect on the date of this Agreement. All the agreements , paperwork or instruments herein outlined imply such agreements, paperwork or instruments as the identical could every so often be supplemented or amended or the terms thereof waived or modified to the extent permitted by, and in accordance with, the phrases thereof. The headings previous the text of Articles and Sections included herein are for convenience solely and shall not be deemed a part of this Agreement or be given any effect in deciphering this Agreement.
” means the disclosure schedules delivered by GHV concurrently with the execution and delivery of this Agreement. ” means the ratio at which every share of GHV Class F Common Stock is routinely convertible into shares of GHV Class A Common Stock pursuant to Section 4.three of GHV’s Second Amended and Restated Certificate of Incorporation. ” means the disclosure schedules delivered by Ardagh concurrently with the execution and delivery of this Agreement. ” means, with respect to GHV, any Business Combination aside from the Transactions, together with the Merger.
GHV doesn’t have any outstanding bonds, debentures, notes or different obligations the holders of which have the right to vote with the GHV Stockholders on any matter. The approved capital stock of GHV consists of 400,000,000 shares of GHV Class A Common Stock, 40,000,000 shares of GHV Class F Common Stock and 1,000,000 shares of GHV Preferred Stock. As of the date of this Agreement, there are fifty two,500,000 shares of GHV Class A Common Stock issued and excellent, 13,one hundred twenty five,000 shares of GHV Class F Common Stock issued and outstanding, and immediately prior to the GHV Class F Conversion, three,281,250 shares of GHV Class F Common Stock shall be canceled for no consideration, no shares of GHV Preferred Stock issued and outstanding and GHV Warrants to buy 6,250,000 shares of GHV Class A Common Stock at a value of $11.50 per share. Except as expressly contemplated by this Agreement, there are no different shares of widespread inventory, most well-liked inventory or different fairness pursuits of GHV licensed, reserved, issued or outstanding. As of the date of this Agreement, there are not any conditions precedent associated to the funding of the full amount of the Committed Debt Financing other than the Commitment Conditions Precedent expressly set forth within the Commitment Financing Documents delivered to GHV, and there aren’t any, and there aren’t contemplated to be any, agreements, aspect letters or arrangements relating to the Committed Debt Financing that might affect the provision or conditionality of the Committed Debt Financing aside from the Commitment Financing Documents delivered to GHV. None of the Commitment Financing Documents have been amended, restated or in any other case modified or waived as of the date of this Agreement, and the respective commitments contained therein haven’t been withdrawn, rescinded, amended, restated or otherwise modified in any respect as of the date of this Agreement.