Ardagh or AMPSA, as applicable, shall promptly (and in no event later than twenty-four hours after turning into aware of such proposal, provide or request for information) notify GHV of any proposals, provides or requests for info made with respect to an Alternate Ardagh Combination following the sooner of Ardagh’s or AMPSA’s awareness thereof and supply GHV a duplicate of such proposal, supply or request for data, if in writing. Ardagh, AMPSA and their respective officers and administrators shall, and shall instruct and cause their respective Representatives appearing on their behalf to, instantly stop and terminate all discussions and negotiations with any Person that could be ongoing with respect to a attainable Alternate Ardagh Combination, apart from with respect to the Transactions. GHV, Ardagh or AMPSA shall use their respective cheap greatest efforts, after session with one another, to resolve all such requests or feedback with respect to the Proxy Statement/Prospectus or the Registration Statement, as relevant, as promptly as moderately practicable after receipt thereof. GHV has withheld and absolutely and timely paid to the suitable Governmental Authority all material amounts of Taxes required to have been withheld and paid by GHV in reference to quantities paid or owing to any present or former worker, independent contractor, creditor, stockholder or other third get together, and have complied in all materials respects with relevant Law with respect to such Taxes. The GHV Class A Common Stock is registered pursuant to Section 12 of the Exchange Act and listed on Nasdaq beneath the symbol “GRSV”. GHV has not received any oral or written discover that the GHV Class A Common Stock, the GHV Warrants or the GHV Units are ineligible or will turn into ineligible for listing on Nasdaq nor that the GHV Class A Common Stock, the GHV Warrants or GHV Units do not meet all necessities for the continuation of such itemizing.
This Agreement and the rights, duties and obligations of the Company hereunder will not be assigned or delegated by the Company in entire or partially. Use its reasonable efforts to make obtainable senior executives of the Company to take part in customary “road show” shows which could be moderately requested by the Underwriter in any Underwritten Offering. ” means a Registration in which securities of the Company are offered to an Underwriter in a agency commitment underwriting for distribution to the general public. ” means a securities supplier who purchases any Registrable Securities as principal in an Underwritten Offering and never as a half of such dealer’s market-making activities. ” means any publicly-available written or oral steerage of the Commission employees, or any feedback, requirements or requests of the Commission workers and the Securities Act.
The use of the phrases “hereunder”, “hereof”, “hereto” and phrases of similar import shall discuss with this Agreement as a whole and to not any specific Article, Section or clause of this Agreement. The word “or” is not exclusive and is deemed to have the which means “and/or” unless expressly indicated in any other case. References to “writing”, “written” and comparable phrases discuss with printing, typing and other means of reproducing phrases in a visible form. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar phrases and conditions among the many parties thereto and in the occasion of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
There aren’t any outstanding agreements extending or waiving the statutory interval of limitations applicable to any declare for, or the period for the collection or assessment 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 in the strange course of business. ” means, collectively, the Pre-Closing Restructuring, the Debt Financing, the PIPE Investment, the Merger and the other transactions contemplated by this Agreement and the Related Agreements, together with the contribution to AMPSA of the GHV A Shares and the exchange of the GHV Warrants for warrants issued by AMPSA exercisable for Shares. ” means any and all taxes, costs, charges, levies or different assessments, together with income, excise, franchise, real or private property, gross sales, switch, positive aspects, gross receipts, occupation, privilege, payroll, wage, unemployment, workers’ compensation, use, value-added, capital, license, severance, stamp, recording, documentary, premium, environmental, capital stock, income, withholding, registration, customs duties, employment, different or add-on minimal, estimated, escheat or other taxes of any sort in any respect , together with any related charges, charges, interest, penalties, additions to tax or different assessments imposed by any Taxing Authority. The issuance of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the considerably concurrent consummation of the Business Combination.
”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared efficient by the SEC as quickly as practicable after the submitting thereof, but no later than the sooner of the sixtieth calendar day (or the ninetieth calendar day if the SEC notifies the Company that it’ll “review” the Registration Statement) following the Closing Date and the tenth business day after the date the Company is notified by the SEC that the Registration Statement will not be “reviewed” or will not be topic to additional evaluation. A substantially full draft of the Registration Statement shall be provided to the Purchaser no much less than two Business Days prior to submitting. The Company agrees to cause such registration statement or one other shelf registration assertion to stay efficient till the earlier of two years from the issuance of the Acquired Shares, or the first date on which the Purchaser can promote all of its Acquired Shares underneath Rule 144 of the United States Securities Act within ninety days with out limitation as to the amount or method of sale of such securities that might be bought and without the requirement for the Company to be in compliance with the present public data required beneath Rule one hundred forty four (or Rule 144, if applicable). The Purchaser agrees to reveal its possession to the Company upon request to help the Company in making the willpower described above. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be registered underneath the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Acquired Shares or in any other case, such Registration Statement shall register the resale of numerous shares which is equal to the utmost number of shares as is permitted by the SEC. In such occasion, the number of shares to be registered for every selling shareholder named within the Registration Statement shall be lowered pro rata among all such promoting shareholders, and the Company will use its commercially cheap efforts to file with the SEC, as promptly as allowed by the SEC, one or more registration statements to register the resale of those Acquired Shares that weren’t registered on the initial Registration Statement, as so amended.
”) topic to the fiduciary or prohibited transaction provisions of ERISA or part 4975 of the Code, the Purchaser represents and warrants that it has not relied on the Company or any of its affiliates for funding advice because the Plan’s fiduciary with respect to its decision to acquire and hold the Acquired Shares, and not one of the Company or any of its associates shall at any time be relied upon because the Plan’s fiduciary with respect to any determination to amass, proceed to hold or transfer the Acquired Shares. ”), and, besides as otherwise consented to by GHV and the Company, all kinds of direct and oblique stock pledges , ahead sale contracts, options, places, calls, swaps and comparable preparations , and sales and different transactions via non-U.S. The Company has all requisite liability company power and authority to enter into this Agreement and to carry 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 terms hereof.
There aren’t any disputes or grievances pending or, to the Knowledge of Ardagh as of the date hereof, threatened in writing involving any AMP Entity, or Ardagh or any of its different Subsidiaries , on the one hand, and any Key Customer, Key Supplier or counterparty to any AMP Material Contract, on the other hand. The AMP Entities hold all Permits needed beneath relevant Laws for the conduct of the AMP Business as currently performed and to own, lease and function the properties of the AMP Business and are, and for the previous shixi network technology three years have been, in compliance with the phrases of such Permits, apart from such failure or noncompliance which, individually or within the aggregate, wouldn’t be materials to the AMP Business or the AMP Entities, taken as an entire. No Action is pending or, to the Knowledge of Ardagh, threatened in writing, in search of the revocation, cancellation, suspension or opposed modification of any such Permit.