” means any taxable period beginning after the Closing Date and, with respect to any taxable interval starting on or earlier than and ending after the Closing Date, the portion of such taxable period starting on the day after the Closing Date. ”); all other intellectual property rights arising from software program or expertise; and all corresponding or equal mental property rights in or to any of the foregoing anyplace on the earth. That is immediately or indirectly guaranteed by such Person or which such Person has agreed to buy, guarantee or in any other case purchase or in respect of which it has otherwise assured a creditor towards loss. For functions of this definition, all lease obligations of such Person, including those that are required to be capitalized in accordance with GAAP or IFRS, shall be excluded. ” means any license, permit, approval, certificate, registration, restriction or other authorization issued by or required from any Governmental Authority, issued underneath Environmental Laws. ” means any written settlement with an Employee Representative Body impacting the terms, circumstances or liabilities of, to or in reference to, the AMP Business Employees.
The Purchaser acknowledges that it is aware that there are substantial risks incident to the subscription for and possession of the Acquired Shares, together with these set forth in the Disclosure Package. The Purchaser has such knowledge and experience in financial and enterprise issues as to be capable of evaluating the deserves and dangers of an funding within the Acquired Shares, and the Purchaser has sought such accounting, legal and tax advice as the Purchaser has thought-about necessary to make an informed funding decision. The Purchaser is an institutional account as defined in FINRA Rule 4512, is a complicated investor, skilled in investing in non-public equity transactions and able to evaluating investment risks independently, both generally and with regard to all transactions and investment methods involving a security or securities, and has exercised independent judgment in evaluating its participation within the buy of the Acquired Shares. The Purchaser understands and acknowledges that the acquisition and sale of the Acquired Shares hereunder meets the exemptions from submitting under FINRA Rule 5123 and the institutional customer exemption beneath FINRA Rule 2111. The execution and delivery of this Agreement, the efficiency by GHV of its obligations hereunder and the consummation by GHV of the transactions contemplated hereby, have been duly approved by all requisite action on the a part of GHV, subject to subject to the receipt of the requiste approval of GHV’s stockholders as contemplated by the Business Combination Agreement. This Agreement has been duly executed and delivered by GHV, and this Agreement constitutes the legal, legitimate and binding obligation of GHV, enforceable in opposition to it in accordance with its terms, except because the enforceability hereof may be limited by the Enforceability Exceptions.
GHV just isn’t a party to, or certain by, any Tax allocation, Tax sharing or Tax indemnification agreement . Each GHV Material Contract is in full force and effect and, to the Knowledge of GHV, is legitimate and binding upon and enforceable towards every of the parties thereto, except insofar as enforceability could additionally be restricted by the Enforceability Exceptions. GHV holds all Permits essential underneath applicable Laws for the conduct of its business as presently carried out and is in compliance with the terms of such Permits, except the place the failure to have or to be in compliance with such Permits would not have a GHV Material Adverse Effect. As of the date of this Agreement, no Action is pending or, to the Knowledge of GHV, threatened, seeking the revocation or cancellation of any such Permit regarding its business, besides as would not have a GHV Material Adverse Effect. As of the date of this Agreement, no Action by or against GHV is pending or, to the Knowledge of GHV, threatened in writing, challenging the legality, validity or enforceability of this Agreement or the consummation of the Transactions.
The variety of Shares issuable upon train of the Warrants is topic to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any particular person or company apart from the events hereto and the Registered Holders any right, treatment, or declare beneath or by cause of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, situations, stipulations, guarantees, and agreements contained in this Agreement shall be for the sole and unique benefit of the events hereto and their successors and assigns and of the Registered Holders.
Other than receipt of GHV Stockholder Approval, no other motion on the part of GHV is critical to authorize this Agreement and the Related Agreements to which GHV is a celebration or the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and upon their execution and delivery every of the Related Agreements to which GHV is a party shall have been, duly executed and delivered by it, and this Agreement constitutes, and upon their execution the Related Agreements to which GHV is a party shall represent, subject solely to the receipt of GHV Stockholder Approval, the legal, legitimate and binding obligations of GHV, enforceable against it in accordance with their respective terms, except because the enforceability hereof could additionally be restricted by the Enforceability Exceptions. There are not any pending Actions in opposition to any AMP Entity for any material amount of Taxes, and no AMP Entity has received discover of any such Action in writing from any Taxing Authority that asserts any deficiency or declare for a material amount of Taxes towards any AMP Entity, that has not been fully and well timed paid, settled or adequately reserved in the newest AMP Consolidated Financial Statements. There aren’t any excellent agreements extending or waiving the statutory interval of limitations applicable to any claim for, or the interval for the collection or evaluation or reassessment of, materials Taxes of any AMP Entity and no written request for any such waiver or extension is currently pending, other than, in each case, any such extensions or agreements entered into within the odd 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, including the contribution to AMPSA of the GHV A Shares and the exchange of the GHV Warrants for warrants issued by AMPSA exercisable for Shares.
”) for the benefit of GHV, its public stockholders and the underwriters of GHV’s initial public offering. Except with respect to curiosity earned on the funds held in the Trust Account that could be released to GHV to pay its tax obligations, if any, and for working capital, the money within the Trust Account could additionally be disbursed only for the needs set forth in the IPO Prospectus. The Purchaser hereby irrevocably waives any and all proper, title and curiosity, or any claim of any kind it has or might digital heartsnappinglot japan have sooner or later, in or to any monies held in the Trust Account, and agrees to not seek recourse towards the Trust Account because of, or arising out of, this Agreement, supplied nevertheless, that nothing on this Section 10 shall be deemed to restrict the Purchaser’s right, title, interest or claim to the Trust Account by advantage of the Purchaser’s report or beneficial possession of shares of common inventory of GHV.