Of the Ardagh Disclosure Schedule usually are not obtained or such AMP Material Contract has expired in accordance with its phrases, shall proceed in full pressure and effect in accordance with its phrases. Ardagh has made available to GHV true, correct and full copies of every written AMP Material Contract. Each AMP Entity has been duly formed or organized and is validly existing beneath the Laws of its jurisdiction of incorporation or group and has the requisite corporate or entity energy and authority to personal, lease or operate its property and to conduct its enterprise as it’s now being conducted, except where the failure to have such power and authority would not, individually or in the mixture, be material to the AMP Business or the AMP Entities, taken as a whole. Each AMP Entity is duly licensed or qualified and in good standing as a foreign company in each jurisdiction in which its ownership of property or the character of its actions requires it to be so licensed or qualified and in good standing, as relevant, besides the place the failure to be so licensed or qualified, wouldn’t have an AMP Material Adverse Effect.
The GHV Shares Consideration shall be appropriately adjusted to replicate the effect of any stock split, reverse inventory split, inventory dividend, reorganization, recapitalization, reclassification, mixture, trade of shares or other like change with respect to GHV Common Stock occurring on or after the date of this Agreement and prior to the Effective Time. ” of any Person means another Person, of which at least a majority of the excellent securities or ownership pursuits having, by their phrases, odd voting energy to elect a majority of the board of administrators or different persons performing related capabilities is owned or managed immediately or not directly by such first Person or by one or more of its Subsidiaries. ” means all economic sanctions and regulations maintained by OFAC, together with OFAC’s Specially Designated Nationals List, the Sectoral Sanctions Identifications List and the Foreign Sanctions Evaders List; financial or monetary sanctions or commerce embargoes imposed, administered or enforced from time to time by the United Nations Security Council, the European Union or her Majesty’s Treasury of the United Kingdom; and another financial sanctions maintained by a jurisdiction during which the AMP Business or any of the AMP Entities does business or is otherwise topic to jurisdiction. ” means any and all applicable Laws relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, safety , disposal, destruction, disclosure or switch (including cross-border) of any Personal Information, together with the Federal Trade Commission Act, California Consumer Privacy Act , Brazilian General Data Protection Law , and EU General Data Protection Regulation , any relevant Laws regarding breach notification or advertising in reference to any Personal Information, and any Laws relating to the usage of biometric identifiers. ” means any particular person, corporation, partnership, restricted partnership, limited legal responsibility company, syndicate, individual (including, a “person” as outlined in Section 13 of the Exchange Act), trust, association or entity or Governmental Authority or any political subdivision, agency or instrumentality thereof.
GHV is duly licensed or qualified to do enterprise and is in good standing in each jurisdiction by which the properties owned or leased by it or the operation of its business requires such licensing or qualification, except to the extent that the failure to be so licensed, qualified or in good standing wouldn’t have a GHV Material Adverse Effect. GHV has made available to Ardagh true, right and complete copies of the Organizational Documents of GHV as in impact on the date of this Agreement. At the Effective Time, the impact of the Merger shall be as offered on this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and topic thereto, at the Effective Time, all of the property, rights, privileges, agreements, powers and franchises, money owed, liabilities, duties and obligations of MergeCo and GHV shall turn out to be the property, rights, privileges, agreements, powers and franchises, money owed, liabilities, duties and obligations of the Surviving Corporation, which shall include the belief by the Surviving Corporation of any and all agreements, covenants, duties and obligations of MergeCo and GHV set forth on this Agreement to be carried out after the Effective Time. For purposes of the 1915 Law a contribution-in-kind of the GHV Closing Shares shall be made to AMPSA by or on behalf of the GHV Stockholders, in reference to the Merger in opposition to issue of the GHV Shares Consideration upon a share capital improve realized by AMPSA by advantage of the foregoing.
The Owned Real Property and the Leased Real Property, along with the rights granted or services to be offered by Ardagh and its Subsidiaries to the AMP Entities pursuant to the Services Agreement, constitute all of the interests in actual property owned, leased or licensed by the AMP Entities and that are needed for the continued operation of the AMP Business as currently performed. ” means the securities laws of any state, federal or nationwide entity, whether or not U.S. or non-U.S., and the rules and rules promulgated thereunder. ” means, with respect to any Person, such Person’s Affiliates and its and their respective skilled advisors, directors, officers, members, managers, stockholders, partners, workers, agents and authorized representatives. ” 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 different agreements, certificates and instruments executed and delivered by the Parties in connection with the Transactions. ” means, in addition to any definition for “personal information” or any equivalent time period (e.g., “personal data” or “personally identifiable information” or “PII”) supplied by applicable 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 policies, notices or contracts, all info that identifies or might be used to determine an individual person.
If the Purchaser is not a person, the Purchaser has been duly formed or included and is validly present in good standing underneath the laws of its jurisdiction of incorporation or formation. The Purchaser has the ability and authority to enter into, deliver and perform the Purchaser’s obligations underneath this Agreement. All Transfer Taxes incurred in connection with or as a outcome of the Transactions in an amount not to exceed $11,000,000 shall be borne and paid by AMPSA, and any such Transfer Taxes in extra of $11,000,000 shall be borne and paid by Ardagh. The Parties shall cooperate with respect to the submitting digital matterport spac 86m of any Tax Returns with respect to Transfer Taxes. If one get together remits to the appropriate Governmental Authority fee for Transfer Taxes and such cost contains the other party’s share of such Taxes, such other get together shall promptly reimburse the remitting party for its share of such Taxes. Notwithstanding some other provision on this Agreement, the Parties shall cooperate in good religion to reduce, to the extent permissible beneath relevant Law, the quantity of any such Transfer Taxes.
It was one of many first to do this on PC and its community results moat has endured till this day. Steam is a part of Valve, a enterprise that also develops and publishes video games that was started by ex-Microsoft workers within the mid-90s. Steam still is the most important online video games marketplace for PC regardless of efforts from other companies to build their own marketplaces. For instance, PC video games can be purchased on different, mostly publisher-owned marketplaces just like the Epic Store , Battle.internet , and the Origin Store .
All real property content material on this web site is subject to the Federal Fair Housing Act of 1968, as amended, which makes it unlawful to promote any choice, limitation or discrimination due to race, colour, religion, sex, handicap, household status or national origin or an intention to make any such choice, limitation or discrimination. MetroList® won’t knowingly settle for any commercial for actual estate which is in violation of the regulation. Users of this web site are hereby informed that, pursuant to relevant laws and rules, all dwellings advertised within the MetroList® service are available on an equal opportunity foundation. Such projected financial info is forward-looking and is for illustrative functions only. Neither AMP’s unbiased auditors, nor the independent registered public accounting firm of Gores Holdings V, have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion on this press release, and accordingly, neither of them have expressed an opinion or offered some other form of assurance with respect thereto for the purpose of this press release.