Full Text Of “the Times , 1976, Uk, English”

There are no pending Actions towards any AMP Entity for any material amount of Taxes, and no AMP Entity has acquired discover of any such Action in writing from any Taxing Authority that asserts any deficiency or declare for a fabric quantity of Taxes towards any AMP Entity, that has not been totally and timely paid, settled or adequately reserved in the most recent AMP Consolidated Financial Statements. There are not any excellent agreements extending or waiving the statutory period of limitations applicable to any declare for, or the interval for the gathering or assessment or reassessment of, materials Taxes of any AMP Entity and no written request for any such waiver or extension is currently pending, apart from, in every case, any such extensions or agreements entered into in the strange course of enterprise. ” means, collectively, the Pre-Closing Restructuring, the Debt Financing, the PIPE Investment, the Merger and the opposite transactions contemplated by this Agreement and the Related Agreements, together with the contribution to AMPSA of the GHV A Shares and the exchange of the GHV Warrants for warrants issued by AMPSA exercisable for Shares.

All covenants, situations, stipulations, promises, and agreements contained on this Agreement shall be for the sole and unique advantage of the events hereto and their successors and assigns and of the Registered Holders. The events hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement weren’t carried out in accordance with their particular terms or have been in any other case breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to stop breaches of this Agreement and to enforce particularly the terms and provisions of this Agreement, this being along with some other treatment to which such party is entitled at regulation, in fairness, in contract, in tort or otherwise. All the agreements, representations and warranties made by each get together hereto in this Agreement shall survive the Closing. The Purchaser acknowledges that each of the Company, GHV, the Placement Agents and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained on this Agreement.

As a first step in the transaction, AMP will elevate new debt of roughly $2.65 billion, (approximately $2.3 billion net), representing a a number of of three.3x of 2021E pro forma Adjusted EBITDA. With the SEC that can constitute a prospectus of AMPSA and include a proxy statement of Gores Holdings V (the “Registration Statement”) and the Company intends to file with the SEC a definitive proxy statement (the “Definitive Proxy Statement”) in reference to the proposed business mixture contemplated by the Business Combination Agreement and can mail the proxy statement/prospectus and different related documents to its stockholders. The proxy statement/prospectus will include necessary details about the proposed business mixture and the opposite matters to be voted upon at a gathering of the Company’s stockholders to be held to approve the proposed enterprise mixture contemplated by the Business Combination Agreement and other matters.

” means a Plan that is sponsored, maintained or contributed to, or is required to be contributed to, by Ardagh or its Affiliates for the benefit of any current or former director, manager, officer, advisor or worker of an AMP Entity offering substantially all of his or her companies to the AMP Business, including any AMP Business Employee, or his or her dependents or beneficiaries or with respect to which the AMP Entities has or would fairly be anticipated to have any Liability. Company’s Class A Common Stock, if any, lead to an mixture redemption price of greater than $1,000,000 and the Sponsor has the proper to syndicate the PIPE Shares required to be bought underneath the Sponsor’s Subscription Agreement prematurely of the closing of the Business Combination, offered that such syndication shall not relieve the Sponsor of the obligation to guarantee that all of the PIPE Shares are acquired and paid for. Now that the mud has settled on the 2014 season, you realize that it is a very fascinating time for the racing world. While the overall championship season shall be back in the books for 2014, there might be a couple of new events that can make their mark on the calendar. Unauthorized attempts to upload data and/or change data on any portion of this web site are strictly prohibited and are subject to prosecution underneath the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. §§ 1001 and 1030). For greatest practices on efficiently downloading info from SEC.gov, including the latest EDGAR filings, visit sec.gov/developer.

The Company believes that sturdy demand in traditional and new beverage categories coupled with environmentally-conscious end shoppers are driving an inflection level in beverage can demand and the Company is properly positioned to capitalize on these multifaceted development alternatives. The Company has a compelling monetary profile, with a transparent and tangible growth trajectory backed by long-term customer contracts and expects to double Adjusted EBITDA from $545 million in 2020 to over $1.1 billion in 2024. If, upon the exercise of Warrant, a holder could be entitled to obtain a fractional interest in a Share, the Company will, upon exercise, spherical down to the closest whole variety of the number of Shares to be issued to the holder. The number of Shares issuable upon train of the Warrants is subject to adjustment upon the incidence of certain events set forth in the Warrant Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any individual or company apart from the events hereto and the Registered Holders any proper, treatment, or claim under or by reason of this Agreement or of any covenant, situation, stipulation, promise, or agreement hereof.

” means any return, report, statement, claim, disclaimer, info return or other document filed or required to be filed with any Taxing Authority. ” means issued by, registered, recorded or filed with, renewed or extended by or the topic of a pending application earlier than any Governmental Authority or Internet domain name registrar. ” means any damages, losses, charges, Liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, fines, penalties, diminution in value and out-of-pocket prices and expenses (including penalties and expenses incurred in investigating, ongoing monitoring, defending and settling any continuing, including reasonable attorneys’ charges and out-of-pocket disbursements). National, federal, state, native, supranational, regional, or provincial authorities or any court docket of competent jurisdiction, administrative or regulatory company, board, bureau, arbitrator, tribunal, or arbitral physique or commission or different nationwide, state, native, supranational, regional or provincial governmental authority or instrumentality entitled to train any administrative, govt, judicial, legislative, police, regulatory or taxing authority or energy. ” means the contribution or transfer by Ardagh , as part of the Pre-Closing Restructuring, of all the issued and excellent fairness pursuits in the AMP Entities to AMPSA in exchange for the Ardagh Consideration. The Business Combination Agreement and the transactions contemplated thereby have been unanimously accredited by the Board of Directors of the Company on February 22, 2021 and the Board of Directors of AGSA on February 22, 2021.

None of the Commitment Financing Documents have been amended, restated or otherwise modified or waived as of the date of this Agreement, and the respective commitments contained therein haven’t been withdrawn, rescinded, amended, restated or in any other case modified in any respect as of the date of this Agreement. As of the date of this Agreement, every of the Commitment Financing Documents is in full pressure and impact and constitutes the legal, legitimate and binding obligations of the relevant AMPSA Financing Parties , and to the Knowledge of Ardagh, each of the opposite events thereto, and enforceable towards the AMPSA Financing Parties, and, to the Knowledge of Ardagh, each of the opposite events thereto, in accordance with its terms. As of the date of this Agreement, no occasion has occurred which might represent a breach or default or forestall any of the Commitment Conditions Precedent from being satisfied, in each case on the part faculty ai apax digital fundbutchertechcrunch of the AMPSA Financing Parties, or, to the Knowledge of Ardagh, another events thereto, under the Commitment Financing Documents. As of the date of this Agreement, Ardagh doesn’t have any cause to believe that any of the Commitment Conditions Precedent will not be happy, or that the Debt Financing shall be delayed or otherwise not be out there to be funded to the applicable AMPSA Financing Parties. Ardagh has totally paid, or caused to be absolutely paid, all dedication fees 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. All of the issued and excellent capital stock of MergeCo is, and instantly prior to the Effective Time shall be owned, instantly or indirectly, by AMPSA.

The AMP Entities maintain all Permits necessary beneath relevant Laws for the conduct of the AMP Business as presently conducted and to personal, lease and function the properties of the AMP Business and are, and for the past three years have been, in compliance with the phrases of such Permits, except for such failure or noncompliance which, individually or in the mixture, wouldn’t be material to the AMP Business or the AMP Entities, taken as a complete. No Action is pending or, to the Knowledge of Ardagh, threatened in writing, in search of the revocation, cancellation, suspension or adverse modification of any such Permit. For any such breaches, violations, defaults, rights or Encumbrances as wouldn’t, individually or within the mixture, be material to the AMP Business or the AMP Entities, taken as a complete. Trading Market” means NYSE or such other stock market on which the Shares shall be buying and selling on the time of willpower of AMPSA VWAP. ” means any Person situated, organized, or resident in a Sanctioned Country, any Person named on any OFAC sanctions list, including OFAC’s Specially Designated Nationals List, the Sectoral Sanctions Identifications List, and the Foreign Sanctions Evaders List, and another Person who’s the subject or target of Sanctions.

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