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The Owned Real Property and the Leased Real Property, along with the rights granted or services to be offered by Ardagh and its Subsidiaries to the AMP Entities pursuant to the Services Agreement, represent all of the pursuits in real property owned, leased or licensed by the AMP Entities and that are essential for the continued operation of the AMP Business as currently performed. The GHV Shares Consideration delivered upon the trade of the GHV Closing Shares in accordance with the phrases hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such GHV Closing Shares. Immediately after the Effective Time, the board of directors and government officers of the Surviving Corporation shall be the board of administrators and government officers of MergeCo instantly previous to the Effective Time. At the Effective Time, upon the terms and topic wasted million on useless ad campaigns to the situations of this Agreement and in accordance with the relevant provisions of the DGCL, MergeCo and GHV shall consummate the Merger, pursuant to which MergeCo shall be merged with and into GHV, following which the separate company existence of MergeCo shall cease and GHV shall proceed as the Surviving Corporation after the Merger and as a direct, wholly-owned subsidiary of AMPSA. ” means any gross sales, use, value-added, business, items and services, switch , documentary, conveyancing or related Tax or expense or any recording charge, in each case that’s imposed because of the Transactions, together with any penalty, curiosity and addition to any such item with respect to such item. ” means any return, report, assertion, declare, disclaimer, information return or other document filed or required to be filed with any Taxing Authority.
” means, with respect to any Party, any merger, capital inventory change, asset acquisition, stock buy, reorganization or similar business combination with one or more companies. Attached as Exhibit ninety nine.2 and incorporated by reference herein is the investor presentation dated February 23, 2021 that shall 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 otherwise be subject to the liabilities of that section, nor shall it’s deemed to be integrated by reference in any filing under 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 previous to consummation of the Business Combination and efforts to fulfill situations to consummation of the Business Combination. The Business Combination Agreement additionally accommodates additional covenants of the parties, together with, amongst others, covenants offering for the Company and AGSA to cooperate in the preparation of the Proxy Statement/Prospectus and Registration Statement required to be filed in connection with the Business Combination. The covenants of the events to the Business Combination Agreement will not survive the Closing, apart from these covenants that by their phrases expressly apply in entire or partly after the Closing.
As of the date of this Agreement, there are fifty two,500,000 shares of GHV Class A Common Stock issued and outstanding, thirteen,one hundred twenty five,000 shares of GHV Class F Common Stock issued and outstanding, and immediately previous to the GHV Class F Conversion, three,281,250 shares of GHV Class F Common Stock will be canceled for no consideration, no shares of GHV Preferred Stock issued and outstanding and GHV Warrants to purchase 6,250,000 shares of GHV Class A Common Stock at a worth of $11.50 per share. Except as expressly contemplated by this Agreement, there are not any different shares of frequent stock, most popular stock or different equity interests of GHV approved, reserved, issued or outstanding. As of the date of this Agreement, there are no situations precedent associated to the funding of the total quantity of the Committed Debt Financing aside from the Commitment Conditions Precedent expressly set forth within the Commitment Financing Documents delivered to GHV, and there aren’t any, and there are not contemplated to be any, agreements, aspect letters or preparations relating to the Committed Debt Financing that may have an result on the supply or conditionality of the Committed Debt Financing other than the Commitment Financing Documents delivered to GHV.
Except for Citigroup Global Markets Inc. , no broker, finder or funding banker is entitled to, or will be entitled to, any brokerage, finder’s or different payment or commission in connection with the Transactions based upon preparations made by or on behalf of Ardagh or any of its Affiliates. Ardagh and the AMP Entities have in all material respects precisely classified in accordance with applicable Trade Laws all items and merchandise imported by Ardagh or any of its Affiliates or the AMP Entities into any jurisdiction where Ardagh, any of its Affiliates or the AMP Entities acts as the importer of document. Ardagh and its Affiliates and the AMP Entities are, and have been for the past 5 years, in compliance with the Trade Laws and Sanctions, and have ready and timely applied for all licenses required under the Trade Laws and Sanctions.
” means the debt financing pursuant to the Commitment Letter or such other various financing preparations to be incurred by the AMPSA Financing Parties in respect of the Transactions, in an quantity which might yield internet proceeds of not lower than $2,315,000,000 and have an combination principal of no more than $2,800,000,000. ” means the checking account to be designated by Ardagh in a written notice to GHV and AMPSA no less than two Business Days prior to the Closing Date. On February 23, 2021, the Company issued a press release asserting the execution of the Business Combination Agreement. Notwithstanding the foregoing, information contained on the Company’s or AGSA’s website and the websites of any of their affiliates referenced in Exhibit 99.1 or linked therein or in any other case linked thereto does not constitute part of neither is it incorporated by reference into this Current Report.