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14 Cartoons About Digital Process That’ll Brighten Your Day

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Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient discussion board. No individual could participate in any Underwritten Offering for fairness securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person agrees to sell such person’s securities on the idea supplied in any underwriting arrangements permitted by the Company and completes and executes all customary questionnaires, indemnities, lock-up agreements, underwriting agreements and different customary documents as could additionally be moderately required under the terms of such underwriting preparations. ” means any registration assertion that covers the Registrable Securities pursuant to the provisions of this Agreement, together with the Prospectus included in such registration statement, amendments (including post-effective amendments) and dietary supplements to such registration assertion, and all exhibits to and all materials included by reference in such registration assertion.

Each of Ardagh, AMPSA and MergeCo is duly licensed or certified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business requires such licensing or qualification, besides to the extent that the failure to be so licensed, certified or in good standing would not, individually or within the aggregate, be materials to the AMP Business or the AMP Entities, taken as a complete. Ardagh has made out there to GHV true, right and full copies of the Organizational Documents of every of Ardagh, AMPSA and MergeCo as in impact on the date of this Agreement. The foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is certified in its entirety by the terms and conditions of the Business Combination Agreement, a duplicate of which is connected hereto as Exhibit 2.1 and is integrated herein by reference. The Business Combination Agreement contains representations, warranties and covenants that the respective events made to every other as of the date of such agreement or different specific dates. The assertions embodied in those representations, warranties and covenants had been made for functions of the contract among the many respective events to the Business Combination Agreement and are subject to necessary skills and limitations agreed to by the contracting parties in reference to negotiating the Business Combination Agreement.

For any such breaches, violations, defaults, rights or Encumbrances as wouldn’t, individually or within the mixture, be material to the AMP Business or the AMP Entities, taken as an entire. Trading Market” means NYSE or such different stock market on which the Shares shall be trading on the time of determination of AMPSA VWAP. ” means any Person situated, organized, or resident in a Sanctioned Country, any Person named on any OFAC sanctions list, together with OFAC’s Specially Designated Nationals List, the Sectoral Sanctions Identifications List, and the Foreign Sanctions Evaders List, and any other Person who is the topic or goal of Sanctions. ” means any per- and polyfluoroalkyl substances, petroleum products, used or waste petroleum merchandise, polychlorinated biphenyls and asbestos and any material, substances or waste that is defined, regulated or in any other case characterized as toxic, hazardous, radioactive, or as a contaminant, pollutant or phrases of similar meaning or impact beneath any relevant Environmental Law.

” means any sales, use, value-added, business, goods and companies, transfer , documentary, conveyancing or related Tax or expense or any recording payment, in each case that’s imposed on account of the Transactions, along with any penalty, interest and addition to any such item with respect to such item. ” means any return, report, statement, declare, disclaimer, info return or other document filed or required to be filed with any Taxing Authority. ” means issued by, registered, recorded or filed with, renewed or prolonged by or the subject of a pending software before any Governmental Authority or Internet domain name registrar. ” means any damages, losses, charges, Liabilities, claims, demands, actions, fits, proceedings, funds, judgments, settlements, assessments, deficiencies, Taxes, interest, fines, penalties, diminution in value and out-of-pocket prices and expenses (including penalties and expenses incurred in investigating, ongoing monitoring, defending and settling any continuing, together with cheap attorneys’ charges and out-of-pocket disbursements). National, federal, state, local, supranational, regional, or provincial authorities or any courtroom of competent jurisdiction, administrative or regulatory company, board, bureau, arbitrator, tribunal, or arbitral body or fee or different nationwide, state, local, supranational, regional or provincial governmental authority or instrumentality entitled to train any administrative, govt, judicial, legislative, police, regulatory or taxing authority or energy. ” means the contribution or switch by Ardagh , as a half of the Pre-Closing Restructuring, of all of the issued and excellent fairness pursuits within the AMP Entities to AMPSA in trade for the Ardagh Consideration.

The Trust Agreement is legitimate and in full drive and impact and enforceable in accordance with its terms and has not been amended or modified. There are no separate Contracts, facet letters or different arrangements or understandings that would 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 not any proceedings pending with or, to the Knowledge of GHV, threatened by any Governmental Authority with respect to the Trust Account.

In addition, the Company pays its internal bills , the expense of any annual audit or quarterly evaluation, the expense of any legal responsibility insurance obtained by the Company and the bills and fees for listing the securities to be registered on every securities trade. The Holders receiving discover of a Blackout Period shall keep the confidentiality of the existence of a Blackout Period. In reference to any discover of a Blackout Period, the Company might not ship any materials personal info, and, for avoidance of doubt, solely the receipt of discover of a Blackout Period without further information shall not constitute materials non-public information. ” means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. ” means an unfaithful statement of a cloth truth or an omission to state a fabric fact required to be said therein, or essential to make the statements therein not misleading. ” means a day apart from a Saturday or Sunday or some other day on which banks situated in New York, New York, or Luxembourg City, Luxembourg are required or approved by law to be closed for business.

The rights and cures of the parties hereunder are cumulative and aren’t exclusive of any rights or treatments that they might in any other case have hereunder. The Purchaser acknowledges that the Placement Agents and every of its directors, officers, workers, representatives and controlling individuals have made no unbiased investigation with respect to the Company or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. In making its determination to purchase the Acquired Shares, the Purchaser has relied solely upon independent investigation made by the Purchaser. Without limiting the generality of the foregoing, the Purchaser has not relied on any statements or different data provided by the Placement Agents in regards to the Company, Amsterdam or the Acquired Shares. The Purchaser additional acknowledges that there have been no representations, warranties, covenants and agreements made to the Purchaser, expressly or by implication, apart from those representations, warranties, covenants and agreements included in this Agreement .

All of the issued and excellent capital inventory of MergeCo is, and immediately prior to the Effective Time will be owned, immediately or not directly, by AMPSA. MergeCo was shaped solely for the aim of entering into the Transactions and, since the date of its formation, has not carried on any enterprise, other than the execution of this Agreement, the efficiency of its obligations hereunder and matters ancillary thereto. This Current Report accommodates certain forward-looking statements inside the that means of the federal securities legal guidelines with respect to the proposed Business Combination, together with statements concerning the advantages of the proposed Business Combination, the anticipated timing of the proposed Business Combination, the providers or products offered by AGSA or AMPSA and the markets in which AGSA or AMPSA operates, enterprise strategies, debt levels, industry surroundings, potential progress alternatives, the results of laws and the Company’s AGSA’s or AMPSA’s projected future outcomes. Certain AMPSA Shares to be issued in connection with the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, will not be registered underneath the Securities Act, and might be issued in reliance on the exemption from registration necessities thereof supplied by Section 4 of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. Upon closing of the transactions, assuming no redemptions by Gores Holdings V’s public stockholders, Ardagh will retain an fairness interest within the Company of roughly 80%, the PIPE buyers within the non-public placement will hold roughly 10% and Gores Holdings V’s stockholders and its sponsor will hold approximately 10%.

The preliminary press launch relating to this Agreement shall be a joint press release issued on the date of this Agreement, the textual content of which has been agreed to by each of GHV and Ardagh. Thereafter, no press releases or related public bulletins associated to this Agreement or the Transactions shall be issued by Ardagh or GHV or any of their respective Affiliates, without the prior written consent of Ardagh and GHV , besides as could also be required by applicable Law or by the phrases of any itemizing agreement with a securities trade on which the securities of Ardagh or GHV are listed , or any such press launch or public announcement, the content material of which is according to that of any prior or contemporaneous press release or public announcement by Ardagh or GHV in compliance with this Agreement. Except as otherwise offered on this Agreement, in the course of the Interim Period, each of the Parties shall, and shall cause its managed Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all actions, to do or cause to be carried out all things, essential, proper or advisable under relevant Law or otherwise power grab smartphone technology to hold out the provisions of this Agreement and to consummate and make efficient as promptly as fairly practicable, on the phrases and conditions set forth in this Agreement, the Transactions, together with executing and delivering such documents and different instruments as may be required. Without limiting the foregoing, upon the affordable request of Ardagh or GHV, the requested Party shall, and shall cause its controlled Affiliates to, execute, acknowledge and deliver all such additional assurances, deeds, assignments, penalties, powers of legal professional and different instruments and agreements as might fairly be required to impact the Transactions. Prior to the Closing, not considered one of the funds held in the Trust Account may be released, besides in accordance with the Trust Agreement and GHV Organizational Documents. Amounts within the Trust Account are invested in United States “government securities” within the which means of Section 2 of the Investment Company Act, having a maturity of one hundred and eighty days or less or in cash market funds meeting sure situations beneath Rule 2a-7 promulgated under the Investment Company Act.

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