Full Textual Content Of “the Instances , 1976, Uk, English”
Following any such transaction involving such consideration, Ardagh’s possession in AMP would decrease to beneath 80%, with a corresponding increase within the public float of AMP. Gores Holdings V, Ardagh and AMP and certain of their respective directors and government officers may be deemed to be individuals in the solicitation of proxies from Gores Holdings V’s stockholders in connection with the proposed Business Combination. Information about Gores Holdings V’s administrators and executive officers and their ownership of Gores Holdings V’s securities is about forth in Gores Holdings V’s filings with the SEC, and information about Ardagh’s and AMP’s administrators and government officers is or will be set forth of their respective filings with the SEC.
” 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 different agreements, certificates and devices executed and delivered by the Parties in connection with the Transactions. ” means any and all applicable Laws regarding the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, safety , disposal, destruction, disclosure or switch (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 relating to breach notification or advertising in connection with any Personal Information, and any Laws relating to the usage of biometric identifiers. ” means, in addition to any definition for “personal information” or any equal term (e.g., “personal data” or “personally identifiable information” or “PII”) offered by applicable Law, or by any of the AMP Entities (or by Ardagh or any of its Affiliates and related to the AMP Business) in any of its respective privateness insurance policies, notices or contracts, all information that identifies or could probably be used to determine a person individual. Personal Information might relate to any particular person, together with a present, potential or former buyer, end user or employee of any Person, and contains info in any kind or media, whether or not paper, digital, or in any other case. ” means proposals made by the GHV Board to the GHV Stockholders pursuant to the GHV Organizational Documents and relevant Law to undertake this Agreement and approve the Transactions, together with the Merger. ” means the proposals to be made by the GHV Board to the GHV Stockholders pursuant to the GHV Organizational Documents and applicable Law to undertake this Agreement, approve the Transactions, together with the Merger, and approve any other proposals the Parties mutually agree are essential or desirable to effect the Transactions.
The Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to the Purchaser, expressly or by implication, aside from those representations, warranties, covenants and agreements included on this Agreement . At the Closing, the Company and the Purchaser shall execute and ship such extra documents and take such additional actions as they fairly may deem to be sensible and needed to be able to consummate the Subscription contemplated by this Agreement. This Agreement, and all claims or causes of motion based upon, arising out of, or related to this Agreement or the Transactions, shall be governed by, and construed in accordance with, the Laws of the State of Delaware , without giving impact to ideas or guidelines of conflict of legal guidelines to the extent such ideas or rules would require or allow the application of Laws of one other jurisdiction. AMPSA shall have acquired an opinion from the AMPSA Tax Advisor to the effect that, on the basis of the information, representations and reasonable assumptions set forth in such opinion, for U.S. federal revenue tax functions, the Merger, taken along with the PIPE Investment and all or a portion of the steps within 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 rely upon the Tax Officer’s Certificates, which certificates shall be efficient as of the date of such tax opinion.
Foreign Corrupt Practices Act, as amended, the UK Bribery Act, and all other anti-bribery and anti-corruption Laws maintained in any jurisdiction in which any of the AMP Entities does business or otherwise during which the AMP Business is conducted. The AMP Insurance Policies cover all material insurable risks in respect of the AMP Business, and the protection supplied by the AMP Insurance Policies are usual and customary in amount and scope for the AMP Business as at present performed and enough to comply with the insurance necessities required to be maintained pursuant to the AMP Material Contracts. None of the AMP Entities at present expects to be or in prior taxable years has been a “passive international investment company” inside the that means of Section 1297 of the Code. To the Knowledge of Ardagh as of the date hereof, none of the AMP Entities has been at any time during the five-year period ending on the Closing Date, a “United States real property holding corporation” throughout the meaning of Section 897 of the Code.
” means any public disclosure of material non-public info , which disclosure, in the good religion judgment of the Board, the Chief Executive Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company, could be required to be made in any Registration Statement or Prospectus in order for the relevant Registration Statement or Prospectus to not contain any Misstatement, would not be required to be made at such time if the Registration Statement weren’t being filed, declared efficient or used, as the case could additionally be, and the Company has a bona fide business purpose for not making such information public. This Agreement constitutes the whole agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the many events, with respect to the topic material hereof. This Agreement shall not confer any third-party beneficiary, or other rights or remedies upon any particular person other than the events hereto and their respective successors and assigns. The Purchaser acknowledges that it is conscious that there are substantial risks incident to the subscription for and possession of the Acquired Shares, together with these set forth within the Disclosure Package. The Purchaser has such knowledge and experience in financial and business issues as to be capable of evaluating the merits and risks of an funding in the Acquired Shares, and the Purchaser has sought such accounting, legal and tax recommendation because the Purchaser has thought-about essential to make an informed funding determination.
The AMP Entities have withheld and fully and well timed paid to the appropriate Governmental Authority all material amounts of Taxes required to have been withheld and paid by any such AMP Entity in connection with quantities paid or owing to any present or former employee, unbiased contractor, creditor, stockholder or different third party, and have complied in all material respects with applicable Law with respect to such Taxes. Of the Ardagh Disclosure Schedule, none of AMPSA nor any of its ERISA Affiliates sponsor, keep, take part in, contribute to or is obligated to contribute to or prior to now six years has sponsored, maintained, participated in, contributed to or was obligated to contribute to a Plan that’s subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, including any multiemployer plan (within the that means of Section 3 of ERISA), or is a “multiple employer plan” as outlined in Section 413 of the us Code or a “multiple employer welfare arrangement” within the which means of 3 of ERISA with respect to AMP Business Employees and there digital matterport spac 2.9b was no non-exempt “prohibited transaction” throughout the which means of Section 4975 of the Code or Section 406 of ERISA involving the belongings of any AMP Business Plan. No AMP Business Plan supplies for post-termination or post-retirement well being, medical or life insurance advantages for the good thing about any current or former director, manager, officer, consultant or employee of the AMP Business, including any AMP Business Employee, or his or her dependents or beneficiaries, except as could additionally be required by relevant Law at the expense of such individual. Ardagh and the AMP Entities have established and maintain a system of inside accounting controls which would possibly be sufficient to supply cheap assurance relating to the reliability of the monetary reporting and the preparation of the monetary statements of Ardagh and the AMP Entities for exterior functions in accordance with IFRS.