The Purchaser acknowledges that every of the Company, GHV, the Placement Agents and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Agreement. Prior to the Closing, the Purchaser agrees to promptly notify the Company, GHV and the Placement Agents if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are not correct. The Purchaser acknowledges and agrees that each buy by the Purchaser of the Acquired Shares from the Company will represent a reaffirmation of the acknowledgements, understandings, agreements, representations and warranties herein by the Purchaser as of the time of the acquisition. ”) or preliminary Prospectus or any modification thereof or complement thereto or any omission or alleged omission of a cloth reality required to be acknowledged therein or necessary to make the statements therein not deceptive, besides insofar as the identical are based on or contained in any information or affidavit so furnished in writing to the Company by or on behalf of such Purchaser expressly to be used therein. If the Purchaser isn’t a person, the Purchaser has been duly shaped or incorporated and is validly current in good standing under the laws of its jurisdiction of incorporation or formation. The Purchaser has the facility and authority to enter into, deliver and carry out the Purchaser’s obligations under this Agreement.
At or previous to Closing to an quantity which might yield net proceeds less than $2,315,000,000, provides or expands on the circumstances precedent to the funding of the Debt Financing, as compared to the Commitment Conditions Precedent as in impact on the date hereof or adversely affects the power of the AMPSA Financing Parties to implement their respective rights towards the Debt Financing Sources, as compared to the terms 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 cause 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 wasted useless digital ad campaigns as practicable thereafter. That with out the prior written consent of GHV, neither Ardagh nor AMPSA shall use any such information for any objective apart from to acquire essential Securities Law or “Blue Sky” permits and approvals. During the Interim Period, GHV shall use its reasonable finest 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 filing of any such current report on Form 8-K, consult with Ardagh as to the timing and contents of such present report on Form 8-K, unless such session would not be reasonably feasible.
No GHV Employee is or has been covered by any Collective Bargaining Agreement nor is the consent of, consultation of, rendering of formal advice by, issuance of discover to, or making any submitting with, any Employee Representative Body or any Governmental Authority required for GHV to enter into this Agreement or to consummate the Transactions. Other than reimbursement of any out-of-pocket bills incurred by GHV’s officers and administrators in connection with actions on GHV’s behalf in an aggregate amount not in extra of the amount of money held by GHV outdoors of the Trust Account, GHV has no, and wouldn’t reasonably be expected to have any, unsatisfied Liability with respect to any GHV Employee. Except as wouldn’t, individually or within the mixture, lead to a cloth liability to the AMP Business or the AMP Entities, taken as a whole, Ardagh and the AMP Entities have precisely categorised in accordance with applicable Trade Laws all gadgets, products, know-how, or software program shipped, exported, released, transmitted, or transferred by Ardagh or any of its Affiliates or the AMP Entities from one country to a different country. Of the Ardagh Disclosure Schedules and expense reimbursements or advances in the strange course of enterprise or pursuant to customary indemnity preparations with officers and administrators of the AMP Entities, the AMP Entities have not extended or maintained credit or renewed an extension of credit score within the form of a private mortgage to or for any director, manager, officer or worker of the AMP Business, materially modified any time period of any such extension or maintenance of credit score or to the Knowledge of Ardagh as of the date hereof, organized for the extension of credit to or for any director, manager, officer, employee of the AMP Entities. Except as wouldn’t be materials to the AMP Business or the AMP Entities, taken as an entire, each of Ardagh and its Affiliates takes and has taken commercially affordable actions to maintain and defend the confidentiality of all Trade Secrets included within the Owned Intellectual Property and no such Trade Secret has been licensed to be disclosed or, to the Knowledge of Ardagh, has been actually disclosed by Ardagh or any of its Affiliates to any Person aside from pursuant to a written confidentiality Contract proscribing the disclosure and use thereof. Ardagh has made out there to GHV true, appropriate and full copies of all materials income tax returns filed by or with respect to all AMP Entities for tax years ending on or after December 31, 2017.
”) for the good factor about GHV, its public stockholders and the underwriters of GHV’s preliminary public providing. Except with respect to curiosity earned on the funds held in the Trust Account which could be launched to GHV to pay its tax obligations, if any, and for working capital, the cash in the Trust Account may be disbursed just for the needs set forth in the IPO Prospectus. The Purchaser hereby irrevocably waives any and all right, title and interest, or any declare of any sort it has or could have in the future, in or to any monies held within the Trust Account, and agrees to not search recourse in opposition to the Trust Account because of, or arising out of, this Agreement, provided nevertheless, that nothing on this Section 10 shall be deemed to limit the Purchaser’s proper, title, interest or declare to the Trust Account by advantage of the Purchaser’s report or helpful possession of shares of frequent inventory of GHV.
The Trust Agreement is legitimate and in full force and effect and enforceable in accordance with its phrases and has not been amended or modified. There are no separate Contracts, aspect letters or different arrangements or understandings that would trigger the outline of the Trust Agreement within the SEC Reports to be inaccurate or that might entitle any Person to any portion of the proceeds within the Trust Account. There are no proceedings pending with or, to the Knowledge of GHV, threatened by any Governmental Authority with respect to the Trust Account. This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination, including statements concerning the benefits of the proposed Business Combination, the anticipated timing of the proposed Business Combination, the providers or products offered by Ardagh or AMP and the markets by which Ardagh or AMP operates, business strategies, debt ranges, trade environment, potential progress opportunities, the consequences of rules and Gores Holdings V’s Ardagh’s or AMP’s projected future outcomes.
Following the approval of the Capital Increase by the board of directors of the Company, a licensed individual on behalf of the board of administrators shall appear as quickly as possible and in any occasion within thirty days of the date of issuance of the Acquired Shares, in entrance of a Luxembourg notary to document the Capital Increase in a constat d’augmentation de capital. By written notice from either Ardagh or GHV if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order that has turn into final and nonappealable and has the impact of making consummation of the Transactions unlawful or in any other case preventing or prohibiting consummation of the Transactions. GHV shall have carried out or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing.
