Prior to the Closing, in connection with the entry into the Registration Rights and Lock-Up Agreement, GHV shall trigger to be terminated all present registration rights agreements entered into between GHV and any other celebration, including the Sponsor but not including any PIPE Investors. No parties to any such terminated registration rights agreements shall have any further rights or obligations thereunder. Promptly after the Registration Statement shall have become efficient, GHV shall cause the Proxy Statement/Prospectus to be mailed to the GHV Stockholders. No filing of, or amendment or complement to, the Registration Statement or the Proxy Statement/Prospectus will be made by GHV, Ardagh or AMPSA without providing the opposite with an affordable opportunity to review and comment thereon and each Party shall give affordable and good faith consideration to any feedback made by any other Party and their counsel. Each of GHV, Ardagh and AMPSA shall be given an inexpensive alternative to participate in the response to any SEC comments and to provide feedback on that response , together with by collaborating with GHV, Ardagh or AMPSA or their counsel in any discussions or conferences with the SEC.
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 liability company (société anonyme) ruled 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 number B251465”. As a end result thereof, all references to the “Company” within the Existing Warrant Agreement shall get replaced with references to AMPSA. The indemnification provided for under this Agreement shall remain in full force and effect no matter any investigation made by or on behalf of the indemnified get together or any officer, director, companions, stockholders or members, workers, brokers, funding advisors or controlling particular person of such indemnified get together and shall survive the Transfer of Registrable Securities. As expeditiously as potential, the Company shall use its reasonable finest efforts to facilitate such Block Trade.
For safety purposes, and to ensure that the public service stays out there to users, this authorities pc system employs programs to monitor network visitors to determine unauthorized attempts to addContent or change info or to otherwise cause injury, including makes an attempt to disclaim service to users. The Exercise Price is topic to adjustment upon the prevalence of sure occasions set forth in the Warrant Agreement. This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of every celebration hereto. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the consummation of the Merger and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any purpose.
Before making any voting or other investment decision, investors and safety holders of the Company are urged to read the proxy statement/prospectus and all different relevant documents filed or that will be filed with the SEC in reference to the proposed Business Combination as they become out there as a result of they’ll contain necessary information about the Company, AMPSA and the proposed Business Combination. The proposed enterprise combination, which has been unanimously accredited by the boards of administrators of both Ardagh and Gores Holdings V, is predicted to close in the second quarter of 2021, subject to receipt of Gores Holdings V stockholder approval, the satisfaction of the situation to Ardagh’s obligations that it receives a minimal of $3 billion in cash from the transactions and the satisfaction of other customary closing situations. This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant evidenced hereby (the “Warrants” and each, a “Warrant”) to buy shares, par worth EUR 0.01 per share (“Shares”), of Ardagh Metal Packaging S.A., a public restricted legal responsibility company (société anonyme) ruled by the laws of the Grand Duchy of Luxembourg with its registered workplace at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg trade and corporations register (Registre de Commerce et des Sociétés, Luxembourg) underneath number B (the “Company”).
The Holders shall use cheap greatest efforts to work with the Company and the Underwriters to be able to facilitate preparation of the Registration Statement, Prospectus and other offering documentation related to the Block Trade and any related due diligence and comfort procedures. In the occasion of a Block Trade, and after session with the Company, the Demanding Holders and the Requesting Holders shall determine the Maximum Number of Securities, the underwriter or underwriters and share value of such offering. ”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, the Purchaser represents and warrants that it has not relied on the Company or any of its associates for funding recommendation because the Plan’s fiduciary with respect to its choice to amass and maintain the Acquired Shares, and not considered digital matterport spac 86m one of the Company or any of its affiliates shall at any time be relied upon because the Plan’s fiduciary with respect to any choice to amass, proceed to hold or switch the Acquired Shares. ”), and, except as otherwise consented to by GHV and the Company, all kinds of direct and indirect inventory pledges , forward sale contracts, choices, places, calls, swaps and similar arrangements , and sales and other transactions via non-U.S. The Company has all requisite liability company power and authority to enter into this Agreement and to hold out its obligations hereunder and to consummate the transactions contemplated hereby, including the issuance of the Acquired Shares to the Purchaser in accordance with the phrases hereof.
On the Closing Date, the belongings owned, leased or licensed by the AMP Entities, along with the rights granted or services to be supplied by Ardagh and its Subsidiaries to the AMP Entities pursuant to the Services Agreement, will constitute all the property, rights, title, curiosity and properties that are needed for the AMP Entities to function the AMP Business considerably within the method during which it is conducted on the date hereof and as it goes to be conducted as of immediately previous to the Closing. As of the Closing, the AMP Entities will personal and have good and marketable title to, or a sound leasehold curiosity in or right to make use of, all of such assets or properties which are materials tangible belongings or personal property, free and clear of all Encumbrances . All materials tangible property and personal property have been maintained in all materials respects in accordance with usually accepted industry apply, and are in good working order and condition, strange put on and tear excepted, and except as wouldn’t, individually or in the mixture, be material to the AMP Business or the AMP Entities, taken as an entire.
The Trust Agreement is legitimate and in full pressure and impact and enforceable in accordance with its terms and has not been amended or modified. There are no separate Contracts, side letters or different preparations or understandings that may trigger the description of the Trust Agreement in the SEC Reports to be inaccurate or that may entitle any Person to any portion of the proceeds within the Trust Account. There are no proceedings pending with or, to the Knowledge of GHV, threatened by any Governmental Authority with respect to the Trust Account.