Full Text Of “the Instances , 1976, Uk, English”

” means a Registration by which securities of the Company are offered to an Underwriter in a agency commitment underwriting for distribution to the public. ” means a securities supplier who purchases any Registrable Securities as principal in an Underwritten Offering and never as a part of such dealer’s market-making actions. ” means any publicly-available written or oral steerage of the Commission staff, or any comments, necessities or requests of the Commission employees and the Securities Act. This Subscription Form is ruled by and shall be construed in accordance with the laws of the Grand Duchy of Luxembourg.

Will comply as to form in all materials respects with all relevant necessities of the Securities Act and the Exchange Act and received’t contain an untrue statement of a fabric truth or omit to state a material reality required to be acknowledged therein or necessary to make the statements therein not misleading . If the Registration was initiated by the Company for its personal account or that of a Company stockholder other than pursuant to rights under this Agreement, in every case to be registered for offer and sale in the applicable Registration. The events hereto intend for the Subscription, along with the Transaction, to qualify together as an exchange beneath Section 351 of the Code and will not take any inconsistent place on any tax return or during the course of any audit, litigation or other proceeding with respect to taxes, besides as in any other case required by a dedication throughout the that means of Section 1313 of the Code. GHV has not acquired any written communication from a governmental authority that alleges that GHV just isn’t in compliance with or is in default or violation of any relevant law, except where such non-compliance, default or violation wouldn’t fairly be expected to have, individually or within the combination, a GHV Material Adverse Effect. GHV is duly incorporated and validly present as a corporation in good standing underneath the legal guidelines of the State of Delaware, with company power and authority to own, lease and function its properties and conduct its enterprise as presently carried out and to enter into, deliver and perform its obligations underneath this Agreement.

” means any action, suit, continuing, arbitration, declare, demand, litigation, prosecution, contest, investigation, inquiry, hearing, inquest, audit, criticism, dispute or other authorized recourse, in every case, by or earlier than a Governmental Authority or arbitration tribunal, whether or not civil, legal, administrative, disciplinary or in any other case. The foregoing description of the Subscription Agreement and the issuances contemplated thereby does not purport to be complete and is qualified in its entirety by the phrases and conditions of the Subscription Agreement, a duplicate of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Unauthorized attempts to upload data and/or change information on any portion of this website are strictly prohibited and are subject to prosecution underneath the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. §§ 1001 and 1030). For greatest practices on efficiently downloading info from SEC.gov, together with the latest EDGAR filings, visit sec.gov/developer.

” means any taxable interval starting after the Closing Date and, with respect to any taxable interval beginning on or before and ending after the Closing Date, the portion of such taxable period beginning on the day after the Closing Date. ”); all different mental property rights arising from software program or technology; and all corresponding or equal intellectual property rights in or to any of the foregoing anywhere on the earth. That is instantly or indirectly assured by such Person or which such Person has agreed to purchase, assure or in any other case acquire or in respect of which it has in any other case assured a creditor in opposition to loss. For purposes of this definition, all lease obligations of such Person, including those which are required to be capitalized in accordance with GAAP or IFRS, shall be excluded. ” means any license, allow, approval, certificate, registration, restriction or different authorization issued by or required from any Governmental Authority, issued under Environmental Laws. ” means any written settlement with an Employee Representative Body impacting the terms, circumstances or liabilities of, to or in reference to, the AMP Business Employees.

The monetary statements of GHV included within the GHV SEC Documents comply in all materials respects with relevant accounting requirements and the principles and rules of the SEC with respect thereto as in effect at the time of submitting and pretty current in all material respects the financial situation of GHV as of and for the dates thereof and the results of operations and cash flows for the durations then ended, topic, within the case of unaudited statements, to regular, year-end audit changes. There are no material outstanding or unresolved feedback in comment letters from the staff of the Division of Corporation Finance of the SEC with respect to any of the GHV SEC Documents. None of the SEC Documents contained, when filed or, if amended, as of the date of such modification with respect to these disclosures which are amended, any unfaithful statement of a cloth reality or omitted to state a material fact required to be stated therein or essential to make the statements therein, within the gentle of the circumstances under which they have been made, not deceptive; provided, that with respect to the information about the Company’s associates contained in any SEC Document to be filed by the Company the representation and warranty in this sentence is made to the Company’s information.

Any Person or “group” (within the which means of Rules 13d-3 and 13d-5 underneath the Exchange Act as in impact on the Closing Date) obtaining useful ownership (as defined in Rules 13d-3 and 13d-5 beneath the Exchange Act) of the voting inventory of AMPSA representing greater than fifty p.c (50%) of the voting power of the capital stock of AMPSA entitled to vote for the election of directors of AMPSA. Such other documents or certificates as shall be reasonably determined elm saudi 820m by Ardagh and its counsel to be required so as to consummate the Transactions. Such other documents or certificates as shall be reasonably decided by GHV and its counsel to be required in order to consummate the Transactions. ” means all relevant customs, import and export Laws and rules in jurisdictions in which the AMP Business or any of the AMP Entities does business or is in any other case topic to jurisdiction.

Information about Gores Holdings V’s directors and executive officers and their possession of Gores Holdings V’s securities is ready forth in Gores Holdings V’s filings with the SEC, and information about Ardagh’s and AMP’s directors and executive officers is or will be set forth in their respective filings with the SEC. Additional information concerning the pursuits of these persons and other persons who could also be deemed participants within the proposed Business Combination could additionally be obtained by reading the proxy statement/prospectus regarding the proposed Business Combination when it turns into available. Assuming no share redemptions by the public stockholders of Gores Holdings V, roughly $525 million in cash held in Gores Holdings V’s trust account, together with the $600 million in non-public placement proceeds and approximately $2.three billion of the brand new debt raised by AMP, shall be used to pay up to $3.four billion in money to Ardagh, in addition to to pay transaction bills. ”) for the good factor about GHV, its public stockholders and the underwriters of GHV’s initial public offering.