All materials Tax Returns required to have been filed by or with respect to the AMP Entities and the AMP Business have been timely filed and such Tax Returns are true, correct and full in all material respects. Of the Ardagh Disclosure Schedule, the consent of, session of, rendering of formal advice by, issuance of notice to, or making of any submitting with, any Employee Representative Body or any Governmental Authority just isn’t required for Ardagh to enter into this Agreement or to consummate the Transactions. There isn’t any pending or, to the Knowledge of Ardagh, threatened strike, slowdown, work stoppage, lockout or, as of the date hereof, any material labor dispute or other material collective bargaining dispute with respect to the AMP Business. The GHV Shares Consideration shall be appropriately adjusted to replicate the impact of any inventory split, reverse stock cut up, stock dividend, reorganization, recapitalization, reclassification, combination, change of shares or other like change with respect to GHV Common Stock occurring on or after the date of this Agreement and previous to the Effective Time.
To the Knowledge of Ardagh, besides 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, safety incidents, misuse of or unauthorized entry to or disclosure of any Personal Information within 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. None of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, has offered or been legally required to offer any notices to any Person in reference to a disclosure of any Personal Information. None of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, has received any written notice of any Action, investigation or inquiry initiated by some other Person pending or, to the Knowledge of Ardagh, threatened in writing associated to the violation of any Privacy Laws, applicable privateness insurance policies, or contractual commitments with respect to any Personal Information.
” means the securities legal guidelines of any state, federal or national entity, whether or not U.S. or non-U.S., and the rules and rules promulgated thereunder. ” means the Registration Rights and Lock-Up Agreement, the Shareholders Agreement, the Subscription Agreements, the Services Agreement, the Transfer Agreement, the Warrant Assignment, Assumption and Amendment Agreement and all other agreements, certificates and devices executed and delivered by the Parties in connection with the Transactions. ” means any and all applicable Laws relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security , disposal, destruction, disclosure or switch (including cross-border) of any Personal Information, including the Federal Trade Commission Act, California Consumer Privacy Act , Brazilian General Data Protection Law , and EU General Data Protection Regulation , any applicable Laws regarding breach notification or marketing in reference to any Personal Information, and any Laws regarding the use of biometric identifiers. ” means, in addition to any definition for “personal information” or any equivalent term (e.g., “personal data” or “personally identifiable information” or “PII”) offered by relevant Law, or by any of the AMP Entities (or by Ardagh or any of its Affiliates and associated to the AMP Business) in any of its respective privateness insurance policies, notices or contracts, all data that identifies or could possibly be used to determine a person person. Personal Information could relate to any individual, including a current, prospective or former buyer, finish person or employee of any Person, and contains information in any type or media, whether paper, digital, or otherwise.
And provision of notice thereof to the Trustee , in accordance with and pursuant to the Trust Agreement, at the Closing, GHV shall trigger the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and use cheap finest efforts to trigger the Trustee to pay as and when due all amounts payable to GHV Stockholders in accordance with the GHV Stock Redemption, and instantly thereafter, pay all remaining amounts then out there within the Trust Account in accordance with this Agreement and the Trust Agreement, and thereafter, the Trust Account shall terminate, besides as otherwise offered therein. GHV shall promptly (and in no occasion later than twenty-four hours after changing into conscious of such proposal, provide or request for information) notify Ardagh of any proposals, offers or requests for info made with respect to an Alternate GHV Combination following GHV’s awareness thereof and provide Ardagh a duplicate of such proposal, provide or request for information, if in writing. GHV and its officers and administrators shall, and shall instruct and cause its Representatives performing on its behalf to, instantly stop and terminate all discussions and negotiations with any Person that may be ongoing with respect to a potential Alternate GHV Combination, apart from with respect to the Transactions. Of the Ardagh Disclosure Schedule, through the past three years, not one of the AMP Entities or the AMP Business has been subject to a Governmental Authority shutdown or import or export prohibition or acquired any “warning letters” or “untitled letters” from any Governmental Authority or any written notice from any Governmental Authority alleging or asserting noncompliance, in any material respect, with any relevant Law related thereto, and, to the Knowledge of Ardagh, no Governmental Authority has threatened such motion in writing. All materials quantities of Taxes owed by the AMP Entities have been absolutely and well timed paid aside from Taxes which aren’t yet due and payable and which have been adequately accrued and reserved in accordance with GAAP or IFRS, as relevant.
The events hereto agree that irreparable injury would happen within the occasion that any of the provisions of this Agreement were not carried out in accordance with their particular terms or have been otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to stop breaches of this Agreement and to implement specifically the phrases and provisions of this Agreement, this being along with another treatment to which such party is entitled at legislation, in fairness, in contract, in tort or otherwise. All the agreements, representations and warranties made by every party hereto on this Agreement shall survive the Closing.
In such event, the number of shares to be registered for every promoting shareholder named in the Registration Statement shall be lowered pro rata amongst all such promoting shareholders, and the Company will use its commercially reasonable 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. For as long as the Purchaser holds Acquired Shares, the Company will use commercially cheap efforts to file all reviews for as long as the situation in Rule one hundred forty four (or Rule a hundred and forty four, if applicable) is required to be satisfied, and supply new boss us digital hsiang all customary and reasonable cooperation, essential to allow the Purchaser to resell the Acquired Shares pursuant to Rule a hundred and forty four of the Securities Act. The Purchaser understands that the Acquired Shares are being supplied in a transaction not involving any public providing within the meaning of the Securities Act and that the Acquired Shares have not been registered beneath the Securities Act. The Purchaser understands that the Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by the Purchaser absent an efficient registration assertion beneath the Securities Act except to the issuer of such securities or a subsidiary thereof, to non-U.S.