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

” means any particular person, corporation, partnership, limited partnership, limited liability company, syndicate, particular person (including, a “person” as outlined in Section 13 of the Exchange Act), trust, affiliation or entity or Governmental Authority or any political subdivision, agency or instrumentality thereof. ” means, with respect to any Party, any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or related business combination with a number of companies. Attached as Exhibit ninety nine.2 and integrated by reference herein is the investor presentation dated February 23, 2021 that will be utilized by the Company and AGSA with respect to the transactions contemplated by the Business Combination Agreement. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or in any other case be topic to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing underneath the Securities Act, or the Exchange Act. The Business Combination Agreement consists of customary covenants of the events with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to fulfill conditions to consummation of the Business Combination.

”), with respect to Ardagh Taxes, Ardagh shall control any such Tax Claim, but shall not settle any such Tax Claim without the prior written consent of AMPSA ; and with respect to AMPSA Taxes, AMPSA shall management any such Tax Claim, but shall not settle any such Tax Claim without the prior written consent of Ardagh . Shall have an result on any representation or guarantee on this Agreement of Ardagh or GHV or any situation to the obligations of Ardagh, AMPSA, MergeCo or GHV. GHV just isn’t a celebration to, or sure by, any Tax allocation, Tax sharing or Tax indemnification settlement . Each GHV Material Contract is in full drive and impact and, to the Knowledge of GHV, is valid and binding upon and enforceable against every of the parties thereto, except insofar as enforceability could also be restricted by the Enforceability Exceptions. True, appropriate and full copies of all GHV Material Contracts have been made out there to Ardagh. GHV holds all Permits essential under relevant Laws for the conduct of its business as presently performed and is in compliance with the phrases of such Permits, besides the place the failure to have or to be in compliance with such Permits wouldn’t have a GHV Material Adverse Effect.

In connection with the issuance of the Acquired Shares to the Purchaser, none of the Placement Agents or any of their respective affiliates has acted as a monetary advisor or fiduciary to the Purchaser. The Purchaser agrees that not one of the Placement Agents shall be liable to any Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Purchaser’s buy of the Acquired Shares. Following closing of the enterprise mixture, Ardagh currently intends to offer holders of its Class A widespread shares the chance to exchange their Class A widespread shares for consideration which can embrace a portion of Ardagh’s holding in AMP. Following any such transaction involving such consideration, Ardagh’s ownership in AMP would decrease to under 80%, with a corresponding improve within the public float of AMP. Gores Holdings V, Ardagh and AMP and sure of their respective administrators and executive officers may be deemed to be individuals within the solicitation of proxies from Gores Holdings V’s stockholders in reference to the proposed Business Combination.

Other than reimbursement of any out-of-pocket bills incurred by GHV’s officers and administrators in reference to activities on GHV’s behalf in an combination amount not in extra of the amount of money held by GHV outside of the Trust Account, GHV has no, and wouldn’t moderately be expected to have any, unhappy Liability with respect to any GHV Employee. Except as wouldn’t, individually or in the combination, end in a cloth liability to the AMP Business or the AMP Entities, taken as a whole, Ardagh and the AMP Entities have precisely classified in accordance with applicable Trade Laws all gadgets, merchandise, expertise, or software program shipped, exported, released, transmitted, or transferred by Ardagh or any of its Affiliates or the AMP Entities from one nation to another nation. Of the Ardagh Disclosure Schedules and expense reimbursements or advances within the odd course of business or pursuant to customary indemnity preparations with officers and administrators of the AMP Entities, the AMP Entities haven’t extended or maintained credit or renewed an extension of credit within the form of a private loan to or for any director, manager, officer or employee of the AMP Business, materially modified any time period of any such extension or upkeep of credit or to the Knowledge of Ardagh as of the date hereof, arranged for the extension of credit to or for any director, manager, officer, worker of the AMP Entities.

Before making any voting or other investment determination, traders and security holders of the Company are urged to learn the proxy statement/prospectus and all other related documents filed or that shall be filed with the SEC in connection with the proposed Business Combination as they become available as a end result of they may comprise essential information about the Company, AMPSA and the proposed Business Combination. The proposed business combination, which has been unanimously accredited by the boards of directors of both Ardagh and Gores Holdings V, is expected to shut in the second quarter of 2021, subject to receipt of Gores Holdings V stockholder approval, the satisfaction of the situation 7.8m eu single marketporter to Ardagh’s obligations that it receives a minimum of $3 billion in cash from the transactions and the satisfaction of different customary closing conditions. This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant evidenced hereby (the “Warrants” and every, a “Warrant”) to buy shares, par value EUR zero.01 per share (“Shares”), of Ardagh Metal Packaging S.A., a public restricted liability company (société anonyme) governed by the legal guidelines of the Grand Duchy of Luxembourg with its registered workplace at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg commerce and companies register (Registre de Commerce et des Sociétés, Luxembourg) beneath number B (the “Company”).

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