Full Textual Content Of “the Occasions , 1976, Uk, English”

”), and the Company shall use its commercially affordable efforts to have the Registration Statement declared efficient by the SEC as soon as practicable after the submitting thereof, however no later than the earlier of the sixtieth calendar day (or the ninetieth calendar day if the SEC notifies the Company that it’ll “review” the Registration Statement) following the Closing Date and the tenth enterprise day after the date the Company is notified by the SEC that the Registration Statement is not going to be “reviewed” or will not be subject to additional review. A substantially complete draft of the Registration Statement shall be provided to the Purchaser a minimum of two Business Days previous to submitting. The Company agrees to trigger such registration assertion or another shelf registration statement to remain effective till the earlier of two years from the issuance of the Acquired Shares, or the first date on which the Purchaser can sell all of its Acquired Shares underneath Rule one hundred forty four of the United States Securities Act within ninety days with out limitation as to the amount or manner of sale of such securities which might be offered and with out the requirement for the Company to be in compliance with the current public info required underneath Rule one hundred forty four (or Rule one hundred forty four, if applicable). The Purchaser agrees to disclose its ownership to the Company upon request to help the Company in making the dedication described above. Notwithstanding the foregoing, if the SEC prevents the Company from together with any or all the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Acquired Shares or otherwise, such Registration Statement shall register the resale of numerous shares which is the identical as the utmost number of shares as is permitted by the SEC.

Upon closing of the transactions, assuming no redemptions by Gores Holdings V’s public stockholders, Ardagh will retain an fairness interest within the Company of approximately 80%, the PIPE traders in the non-public placement will hold roughly 10% and Gores Holdings V’s stockholders and its sponsor will hold roughly 10%. A copy of the Warrant Agreement could also be obtained by the holder hereof upon written request to the Company. The preamble on web page one of many Existing Warrant Agreement is hereby amended by deleting “Gores Holdings V, Inc., a Delaware corporation” and replacing it with “Ardagh Metal Packaging S.A., a public limited legal responsibility company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at fifty six, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg commerce and firms register (Registre de Commerce et des Sociétés, Luxembourg) beneath quantity B251465”.

Promptly after the Registration Statement shall have become effective, GHV shall cause the Proxy Statement/Prospectus to be mailed to the GHV Stockholders. No submitting of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made by GHV, Ardagh or AMPSA with out providing the opposite with a reasonable opportunity to evaluate and remark thereon and each Party shall give affordable and good religion consideration to any feedback made by another Party and their counsel. Each of GHV, Ardagh and AMPSA shall be given an inexpensive alternative to take part in the response to any SEC feedback and to supply comments on that response , together with by participating with GHV, Ardagh or AMPSA or their counsel in any discussions or conferences with the SEC. GHV shall comply in all materials respects with all relevant rules and rules promulgated by the SEC, any applicable rules and regulations of Nasdaq, GHV Organizational Documents, and this Agreement within the preparation, submitting and distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, the calling and holding of the GHV Stockholders’ Meeting and the GHV Stock Redemption. The execution and supply of this Agreement and each of the Related Agreements to which it is a get together by GHV, the efficiency by GHV of its obligations hereunder and thereunder and the consummation by GHV of the transactions contemplated hereby and thereby have been duly licensed by all requisite motion on the a part of GHV, subject to the receipt of GHV Stockholder Approval.

No Key Customer, Key Supplier or counterparty to any of the AMP Material Contracts has notified Ardagh or any of its Subsidiaries of any intention to terminate or materially alter its relationship with the AMP Business. There are not any disputes or grievances pending or, to the Knowledge of Ardagh as of the date hereof, threatened in writing involving any AMP Entity, or Ardagh or any of its other Subsidiaries , on the one hand, and any Key Customer, Key Supplier or counterparty to any AMP Material Contract, however. The AMP Entities maintain all Permits needed under relevant Laws for the conduct of the AMP Business as at present performed and to own, 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 aggregate, would not be materials to the AMP Business or the AMP Entities, taken as a whole. No Action is pending or, to the Knowledge of Ardagh, threatened in writing, looking for the revocation, cancellation, suspension or opposed modification of any such Permit. For any such breaches, violations, defaults, rights or Encumbrances as wouldn’t, individually or in the aggregate, be materials to the AMP Business or the AMP Entities, taken as an entire. Trading Market” means NYSE or such other stock market on which the Shares shall be trading at the time of dedication of AMPSA VWAP.

The Company is duly incorporated and validly current as a public restricted legal responsibility company (société anonyme) underneath the laws of the Grand Duchy of Luxembourg. This Agreement may solely be enforced against, and any declare or cause of action primarily based upon, arising out of or associated to this Agreement or the Transactions could solely be introduced against, the entities that are expressly named as Parties, after which only with respect to the particular obligations set forth herein with respect to such Party. During the Interim Period, the Parties shall not make any provide of securities within the European Union in reference to the Transactions apart from in accordance with the provisions of the Prospectus Regulation. In the occasion that the Parties, following consultation with their respective counsel, determine that a prospectus or a prospectus exemption doc could additionally be required to be revealed in accordance with the provisions of the Prospectus Regulation, each Party shall use its reasonable finest efforts take such actions and do such things that such Party deems moderately essential or desirable, including the delivery or execution of any paperwork or instruments fairly required or fascinating to guarantee that AMPSA to publish a prospectus or be exempted from the obligation to publish a prospectus or a prospectus exemption document underneath the Prospectus Regulation. Without limiting the generality of the foregoing, each of the Parties shall use affordable greatest efforts to cooperate with each other in good faith in taking any actions or getting ready or delivering any documents or devices pursuant to the preceding sentence and to furnish the others with such data regarding it and its Affiliates as the offering Party could deem fairly essential or advisable in connection the foregoing. All of the excellent shares of GHV capital stock have been duly approved and are validly issued, fully paid and non-assessable and have been issued in accordance with all relevant Securities Laws.

There are no material excellent or unresolved comments in comment letters from the employees of the Division of Corporation Finance of the SEC with respect to any of the GHV SEC Documents. None of the SEC Documents contained, when filed or, if amended, as of the date of such amendment with respect to these disclosures that are amended, any untrue statement of a fabric fact or omitted to state a fabric fact required to be acknowledged therein or essential to make the statements therein, in the mild of the circumstances underneath which they were made, not deceptive; supplied, that with respect to the information about the Company’s affiliates contained in any SEC Document to be filed by the Company the illustration and warranty on this sentence is made to the Company’s knowledge. The monetary statements of the Company included in the SEC Documents comply in all materials respects with relevant accounting necessities and the principles and laws of the SEC with respect thereto as in impact at the time of submitting and pretty present in all material respects the financial condition of the Company as of and for the dates thereof and the outcomes of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit changes.

All material tangible property and private property have been maintained in all materials respects in accordance with usually accepted trade apply, and are in good working order and condition, odd put on and tear excepted, and except as wouldn’t, individually or within the aggregate, be materials to the AMP Business or the AMP Entities, taken as a whole. Except as would not, individually or within the mixture, be materials to the AMP Business or the AMP Entities, taken as a complete, Ardagh and its Affiliates are, and for the previous three years have been, in compliance with all relevant Laws pertaining to the employment of AMP Business Employees and the companies of any independent contractors or consultants to the AMP Business, and neither Ardagh nor any of its Affiliates has incurred any material digital is heartsnappinglot Liability underneath any relevant Law concerning discover to or session with staff concerning terminations in connection with reductions in force that is still unsatisfied. There has been no “mass layoff” or “plant closing” (as defined by the us Worker Adjustment and Retraining Notification Act) by Ardagh or any of its Affiliates within the prior six months, and neither Ardagh nor any of its Affiliates have been required to inform any Governmental Authority in respect of any redundancies related to the AMP Business throughout the prior six months. A copy of the newest account statement reflecting AMP Business Plan assets; and any material non-routine written communications with respect to any AMP Business Plan from any Governmental Authority.

There are no sanctions-related, export-related or import-related Actions pending or, to the Knowledge of Ardagh, threatened in opposition to Ardagh or any of its Affiliates or any AMP Entities or, to the Knowledge of Ardagh, any officer or director thereof by or before any Governmental Authority. Comparable notice has not been served on or delivered to Ardagh or any of its Affiliates shall be deemed to be “threatened” somewhat than “pending” for the aim of this sentence. To the Knowledge of Ardagh, besides as wouldn’t be material to the AMP Business or the AMP Entities, taken as a complete, no Person is partaking or has engaged prior to now three years, in any activity that infringes, misappropriates, dilutes or otherwise violates, any Owned Intellectual Property. ”) is licensed to Ardagh, certainly one of its Affiliates or an AMP Entity pursuant to a Contract, in each case of and , free and away from all Encumbrances .

”), and none of the AMP Entities has committed any act, or didn’t commit any act, which would result in any material product legal responsibility or material liability for breach of warranty on the a part of any AMP Entity with respect to the Products. Each of AMPSA and MergeCo was shaped for the only purposes of getting into into this Agreement and the Related Agreements to which it is a party and interesting within the Transactions. Since the date of its respective organization or formation, neither AMPSA nor MergeCo has engaged in any business or activities whatsoever, nor incurred any liabilities, except in reference to this Agreement, the Related Agreements or in furtherance or in connection with the implementation of the Transactions.

The preliminary press launch relating to this Agreement shall be a joint press release issued on the date of this Agreement, the textual content of which has been agreed to by each of GHV and Ardagh. Thereafter, no press releases or related public announcements associated to this Agreement or the Transactions shall be issued by Ardagh or GHV or any of their respective Affiliates, with out the prior written consent of Ardagh and GHV , except as may be required by applicable Law or by the terms of any itemizing agreement with a securities trade on which the securities of Ardagh or GHV are listed , or any such press release or public announcement, the content material of which is according to that of any prior or contemporaneous press launch or public announcement by Ardagh or GHV in compliance with this Agreement. Except as in any other case provided on this Agreement, in the course of the Interim Period, every of the Parties shall, and shall trigger its controlled Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all actions, to do or cause to be done all things, essential, correct or advisable under applicable Law or otherwise to hold out the provisions of this Agreement and to consummate and make effective as promptly as fairly practicable, on the terms and circumstances set forth in this Agreement, the Transactions, including executing and delivering such paperwork and different devices as could additionally be required. Without limiting the foregoing, upon the cheap request of Ardagh or GHV, the requested Party shall, and shall cause its controlled Affiliates to, execute, acknowledge and ship all such further assurances, deeds, assignments, penalties, powers of legal professional and different instruments and agreements as could fairly be required to impact the Transactions. Prior to the Closing, none of the funds held within the Trust Account could additionally be released, besides in accordance with the Trust Agreement and GHV Organizational Documents.

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