Full Textual Content Of “the Occasions , 1976, Uk, English”
Except as would not, individually or within the combination, be materials to the AMP Business or the AMP Entities, taken as an entire, Ardagh and its Affiliates are, and for the previous three years have been, in compliance with all applicable 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 Liability under any relevant Law regarding discover to or consultation with staff concerning terminations in connection with reductions in force that continues to be unsatisfied. There has been no “mass layoff” or “plant closing” (as defined by the U.S. Worker Adjustment and Retraining Notification Act) by Ardagh or any of its Affiliates inside digital 2.9b matterport 86m the prior six months, and neither Ardagh nor any of its Affiliates have been required to notify any Governmental Authority in respect of any redundancies associated to the AMP Business inside the prior six months. A copy of the latest account statement reflecting AMP Business Plan property; and any materials non-routine written communications with respect to any AMP Business Plan from any Governmental Authority. Neither the execution or supply of this Agreement or the Related Agreements nor the consummation of the Transactions shall result in a limitation or restriction on the proper to merge, amend or terminate any AMP Business Plan. Of the Ardagh Disclosure Schedule have valid title in payment easy to the Owned Real Property, free and away from all Encumbrances , and aside from Encumbrances that secure the Ardagh Existing Indebtedness that will be discharged by Ardagh at or prior to the Closing.
” means the prospectus included in any Registration Statement, as supplemented by any and all prospectus dietary supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. ” means an unfaithful statement of a fabric reality or an omission to state a fabric fact required to be said therein, or essential to make the statements therein not misleading. ” means a day aside from a Saturday or Sunday or another day on which banks positioned in New York, New York, or Luxembourg City, Luxembourg are required or approved by regulation to be closed for enterprise. This Agreement may be executed in a number of counterparts, each of which when executed and delivered shall thereby be deemed to be an authentic and all of which taken collectively shall represent one and the identical instrument. Any get together hereto might execute and ship signed counterparts of this Agreement to the opposite parties hereto by electronic mail or other electronic transmission in portable doc format (.PDF) or some other electronic signature complying with the United States ESIGN Act of 2000 (including ), each of which shall be deemed an unique.
The use of the masculine, feminine or neuter gender, or the singular or plural type of words, herein shall not limit any provision of this Agreement. The use of the phrases “including” or “include” shall in all circumstances herein mean “including, with out limitation” or “include, with out limitation,” respectively. Reference to any Law means such Law as amended, modified, codified, changed or re-enacted, in complete or partly, from time to time, including guidelines, regulations, enforcement procedures and any interpretations promulgated thereunder. Unless otherwise specified, references to Articles, Sections, clauses, Exhibits or Annexes shall refer to the Articles, Sections, clauses, Exhibits or Annexes to this Agreement, and any references to a clause shall, until otherwise identified, discuss with the appropriate clause inside the identical Section or sub-Section by which such reference occurs. The use of the phrases “hereunder”, “hereof”, “hereto” and phrases of comparable import shall refer to this Agreement as a complete and to not any specific Article, Section or clause of or Exhibit or Annex to this Agreement.
Insofar as the Claim or expense arises out of or is based upon an unfaithful statement or alleged unfaithful statement or omission or alleged omission made in such filing in reliance upon and in conformity with data furnished in writing to the Company by such Holder expressly to be used therein. The Company shall indemnify the Underwriters, their officers and directors and every one that controls such Underwriters to the identical extent as supplied in the foregoing with respect to the indemnification of the Holder. In addition, the Company pays its inside expenses , the expense of any annual audit or quarterly evaluate, the expense of any liability insurance coverage obtained by the Company and the expenses and charges for listing the securities to be registered on every securities trade. The Holders receiving notice of a Blackout Period shall preserve the confidentiality of the existence of a Blackout Period. In reference to any discover of a Blackout Period, the Company might not ship any material non-public info, and, for avoidance of doubt, solely the receipt of discover of a Blackout Period without additional data shall not constitute materials personal info.
Each of AMPSA and GHV shall use its reasonable greatest efforts to trigger 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 as practicable thereafter. That with out the prior written consent of GHV, neither Ardagh nor AMPSA shall use any such data for any function aside from to acquire necessary Securities Law or “Blue Sky” permits and approvals. During the Interim Period, GHV shall use its reasonable greatest efforts prior to the Merger to maintain the itemizing of the GHV Units, the GHV Common Stock and the GHV Warrants on Nasdaq. In the case of a present report required to be filed by GHV or an Affiliate thereof on Form 8-K, GHV shall, prior to the submitting of any such current report on Form 8-K, consult with Ardagh as to the timing and contents of such current report on Form 8-K, unless such consultation would not be moderately possible.
” means any return, report, statement, declare, disclaimer, information return or different doc filed or required to be filed with any Taxing Authority. ” means issued by, registered, recorded or filed with, renewed or prolonged by or the subject of a pending software before any Governmental Authority or Internet domain name registrar. ” means any damages, losses, costs, Liabilities, claims, calls for, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, fines, penalties, diminution in value and out-of-pocket costs and expenses (including penalties and expenses incurred in investigating, ongoing monitoring, defending and settling any continuing, including cheap attorneys’ fees and out-of-pocket disbursements). National, federal, state, local, supranational, regional, or provincial government or any courtroom of competent jurisdiction, administrative or regulatory agency, 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 a half of the Pre-Closing Restructuring, of all of the issued and excellent equity pursuits within the AMP Entities to AMPSA in trade for the Ardagh Consideration. The Business Combination Agreement and the transactions contemplated thereby were unanimously permitted by the Board of Directors of the Company on February 22, 2021 and the Board of Directors of AGSA on February 22, 2021.
GHV has made available to Ardagh true, appropriate and complete copies of the Organizational Documents of GHV as in effect on the date of this Agreement. All the agreements , paperwork or instruments herein defined mean such agreements, paperwork or devices as the identical may every so often be supplemented or amended or the terms thereof waived or modified to the extent permitted by, and in accordance with, the terms thereof. The headings previous the textual content of Articles and Sections included herein are for comfort solely and shall not be deemed a part of this Agreement or be given any effect in decoding this Agreement.
” means a Plan that is sponsored, maintained or contributed to, or is required to be contributed to, by Ardagh or its Affiliates for the profit of any current or former director, manager, officer, advisor or worker of an AMP Entity offering substantially all of his or her providers to the AMP Business, together with any AMP Business Employee, or his or her dependents or beneficiaries or with respect to which the AMP Entities has or would moderately be anticipated to have any Liability. Company’s Class A Common Stock, if any, end in an mixture redemption price of more than $1,000,000 and the Sponsor has the proper to syndicate the PIPE Shares required to be purchased under the Sponsor’s Subscription Agreement prematurely of the closing of the Business Combination, supplied 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 know that this could be a very interesting time for the racing world. While the overall championship season might be again in the books for 2014, there shall be a few new occasions that will make their mark on the calendar. Unauthorized attempts to upload data and/or change info on any portion of this web site are strictly prohibited and are topic 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 finest practices on effectively downloading data from SEC.gov, together with the latest EDGAR filings, visit sec.gov/developer.