WHEREAS, all acts and issues have been accomplished and performed that are essential to make the Warrants, when executed on behalf of AMPSA and countersigned by or on behalf of the Warrant Agent, as provided herein, the legitimate, binding and legal obligations of AMPSA, and to authorize the execution and delivery of this Agreement. The Company hereby assigns to AMPSA all of the Company’s proper, title and interest in and to the Existing Warrant Agreement as of the Effective Time . AMPSA hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the identical become due, all the Company’s liabilities and obligations underneath the Existing Warrant Agreement arising from and after the Effective Time. This Agreement and the provisions hereof shall be binding upon and shall inure to the good thing about every of the parties and its successors and the permitted assigns of the relevant Holders, which shall embody Permitted Transferees.
GHV shall comply in all material respects with all applicable guidelines and rules promulgated by the SEC, any relevant guidelines and rules of Nasdaq, GHV Organizational Documents, and this Agreement within the preparation, submitting and distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, the calling and holding of the GHV Stockholders’ Meeting and the GHV Stock Redemption. The execution and delivery of this Agreement and every of the Related Agreements to which it is a party by GHV, the efficiency by GHV of its obligations hereunder and thereunder and the consummation by GHV of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the a half of GHV, subject to the receipt of GHV Stockholder Approval. Other than receipt of GHV Stockholder Approval, no different motion on the part of GHV is critical to authorize this Agreement and the Related Agreements to which GHV is a party 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 celebration shall constitute, topic only to the receipt of GHV Stockholder Approval, the authorized, valid and binding obligations of GHV, enforceable against it in accordance with their respective terms, except as the enforceability hereof could additionally be limited by the Enforceability Exceptions. There are not any pending Actions against any AMP Entity for any material quantity of Taxes, and no AMP Entity has acquired notice of any such Action in writing from any Taxing Authority that asserts any deficiency or declare for a cloth quantity of Taxes in opposition to any AMP Entity, that has not been absolutely and timely paid, settled or adequately reserved in the most recent AMP Consolidated Financial Statements.
Company traders and stockholders usually are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties or covenants of any celebration to the Business Combination Agreement. Moreover, info regarding the subject matter of the representations and warranties could change after the date of the Business Combination Agreement, which subsequent data may or is most likely not fully reflected in the Company’s public disclosures. Proposed enterprise combination and the opposite issues to be voted upon at a meeting of Gores Holdings V’s stockholders to be held to approve the proposed enterprise combination contemplated by the Business Combination Agreement and other issues. Before making any voting or other investment choice, traders and security holders of Gores Holdings V are urged to learn the proxy statement/prospectus and all different related documents filed or that shall be filed with the SEC in connection with the proposed Business Combination as they become out there because they will contain essential details about Gores Holdings V, AMP and the proposed Business Combination. The mixed firm is predicted to have an enterprise value of roughly $8.5 billion at closing, representing 10.5x AMP’s projected 2022 Adjusted EBITDA. Together with the cash held in Gores Holdings V’s trust account, further buyers have dedicated to participate in the proposed enterprise mixture by buying 60 million shares of AMP for an mixture purchase worth of $600 million in a private placement (the “PIPE”) at $10.00 per share.
As of the date of this Agreement, there are 52,500,000 shares of GHV Class A Common Stock issued and excellent, 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 shall 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 aren’t any other shares of common inventory, most well-liked inventory or other equity interests of GHV licensed, reserved, issued or outstanding. As of the date of this Agreement, there are no circumstances precedent associated to the funding of the full 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 are not any, and there usually are not contemplated to be any, agreements, facet letters or preparations referring to the Committed Debt Financing that would affect the supply or conditionality of the Committed Debt Financing other than the Commitment Financing Documents delivered to GHV. None of the Commitment Financing Documents have been amended, restated or in any other case modified or waived as of the date of this Agreement, and the respective commitments contained therein have not been withdrawn, rescinded, amended, restated or in any other case modified the least bit as of the date of this Agreement. As of the date of this Agreement, each of the Commitment Financing Documents is in full force and impact and constitutes the legal, valid and binding obligations of the relevant AMPSA Financing Parties , and to the Knowledge of Ardagh, each of the other parties thereto, and enforceable towards the AMPSA Financing Parties, and, to the Knowledge of Ardagh, each of the opposite parties thereto, in accordance with its terms.
The Purchaser has the facility and authority to enter into, deliver and carry out the Purchaser’s obligations underneath this Agreement. The Company shall, as soon as practicable following the approval of Capital Increase by the board of directors, ship or cause to be delivered in book-entry form the Acquired Shares to the Purchaser or to a custodian designated by the Purchaser, as relevant. If any term or other provision of this Agreement is invalid, unlawful or incapable of being enforced by any rule of Law, or public coverage, all different situations and provisions of this Agreement shall nevertheless stay in full drive and effect as lengthy as the economic or authorized substance of the Transactions isn’t affected in any method materially antagonistic to any Party. Upon such willpower that any time period or other provision is invalid, unlawful or incapable of being enforced, the Parties shall negotiate in good religion to modify this Agreement so as to effect the unique intent of the Parties as carefully as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent attainable. All Transfer Taxes incurred in connection with or on account of the Transactions in an quantity to not exceed $11,000,000 shall be borne and paid by AMPSA, and any such Transfer Taxes in excess of $11,000,000 shall be borne and paid by Ardagh.
All the agreements, representations and warranties made by every celebration hereto on this Agreement shall survive the Closing. The Purchaser acknowledges that every of the Company, GHV, the Placement Agents and others will depend on the acknowledgments, understandings, agreements, representations and warranties contained in this Agreement. Prior to the Closing, the Purchaser agrees to promptly notify the Company, GHV and the Placement Agents if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are not accurate. The Purchaser acknowledges and agrees that each buy by the Purchaser of the Acquired Shares from the Company will constitute a reaffirmation of the acknowledgements, understandings, agreements, representations and warranties herein by the Purchaser as of the time of the acquisition. ”) or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a fabric fact required to be said therein or essential to make the statements therein not misleading, except insofar as the same are based on or contained in any information or affidavit so furnished in writing to the Company by or on behalf of such Purchaser expressly to be used therein. If the Purchaser just isn’t an individual, the Purchaser has been duly formed or incorporated and is validly current in good standing underneath the legal guidelines of its jurisdiction of incorporation or formation.
The description of the AMP Business to be included in the registration statement/proxy assertion to be provided to the stockholders of GHV in reference to the Transaction shall not be materially inconsistent with the knowledge included within the Disclosure Package . Except for the GHV Warrants or as otherwise expressly contemplated by this Agreement, there aren’t any outstanding choices, warrants, buy rights, subscription rights, conversion rights, change usbased devolver digital 261m london ipo rights or other Contracts or commitments that would require GHV to problem, sell or otherwise trigger to become excellent any of its equity securities. There are no excellent or approved inventory appreciation, phantom stock or related rights with respect to the fairness securities of GHV.
Since the date of its respective group or formation, neither AMPSA nor MergeCo has engaged in any business or activities in any respect, nor incurred any liabilities, besides in reference to this Agreement, the Related Agreements or in furtherance or in connection with the implementation of the Transactions. None of Ardagh or any of its Affiliates , or any of the AMP Entities, has engaged in, or is now engaging in, directly or indirectly, any dealings or transactions in a Sanctioned Country or with a Sanctioned Person. None of Ardagh or any of its Affiliates , or any of the AMP Entities, or any director, supervisor, officer, employee or, to the Knowledge of Ardagh, agent, customer, or consultant thereof or another Person licensed to act for or on behalf of any of the foregoing is a Sanctioned Person. Ardagh and its Affiliates and the AMP Entities, their respective administrators, managers, officers, employees and, to the Knowledge of Ardagh, their brokers, any representative thereof and some other Person authorized to behave for or on behalf of any of the foregoing are, and have been for the earlier five years, in materials compliance with the us
GHV has not taken any action that is intended to terminate the registration of the GHV Class A Common Stock, the GHV Warrants or GHV Units underneath the Exchange Act. GHV satisfies all of the necessities for the continued itemizing of the GHV Class A Common Stock, the GHV Warrants and the GHV Units on Nasdaq. GHV has established and maintains disclosure controls and procedures (as outlined in Rule 13a-15 under the Exchange Act) which may be designed to make sure that materials data relating to GHV is made identified to GHV’s principal executive officer and its principal monetary officer, notably in the course of the periods in which the periodic reviews required beneath the Exchange Act are being prepared. To the Knowledge of GHV, such disclosure controls and procedures are effective in well timed alerting GHV’s principal executive officer and principal monetary officer to material data required to be included in GHV’s periodic stories required underneath the Exchange Act. To the Knowledge of Ardagh, except as would not be materials to the AMP Business, taken as an entire, as of the date of this Agreement, there have been no breaches, security incidents, misuse of or unauthorized entry to or disclosure of any Personal Information in the possession or control of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its different Affiliates, or collected, used or processed by or on behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its different Affiliates.