The Purchaser acknowledges that it is aware that there are substantial risks incident to the subscription for and possession of the Acquired Shares, including those set forth within the Disclosure Package. The Purchaser has such knowledge and experience in monetary and business issues as to be able to evaluating the deserves and risks of an funding in the Acquired Shares, and the Purchaser has sought such accounting, authorized and tax advice as the Purchaser has thought-about essential to make an informed funding determination. The Purchaser is an institutional account as outlined in FINRA Rule 4512, is a sophisticated investor, experienced in investing in personal equity transactions and capable of evaluating investment dangers independently, each normally and with regard to all transactions and investment methods involving a security or securities, and has exercised impartial judgment in evaluating its participation in the buy of the Acquired Shares.
This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares, par worth EUR zero.01 per share (“Shares”), of Ardagh Metal Packaging S.A., a public restricted liability firm (société anonyme) ruled by the laws of the Grand Duchy of Luxembourg with its registered workplace at fifty six, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg commerce and corporations register (Registre de Commerce et des Sociétés, Luxembourg) underneath number B (the “Company”). Each Warrant entitles the holder, upon train in the course of the interval set forth within the Warrant Agreement referred to below, to obtain from the Company that number of fully paid and non-assessable Shares as set forth below, on the exercise price (the “Exercise Price”) as decided pursuant to the Warrant Agreement, payable in lawful cash (or through “cashless exercise” as offered for in the Warrant Agreement) of the United States of America upon give up of this Warrant Certificate and fee of the Exercise Price on the workplace or company of the Warrant Agent referred to under, topic to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate however not defined herein shall have the meanings given to them in the Warrant Agreement.
Headquartered, in Luxembourg, the enterprise supplies sustainable and infinitely-recyclable metallic packaging to a diversified customer base of leading global, regional and nationwide beverage producers. Ardagh’s metallic packaging enterprise operates 23 manufacturing services in Europe and the Americas, employs approximately 4,900 folks and recorded revenues of $3.5 billion in 2020. Ardagh will retain an roughly 80% stake in AMP and obtain up to $3.four billion in money in the transactions. Paul Coulson, Chairman and CEO of Ardagh, will serve as Chairman and Shaun Murphy, COO of Ardagh, will function Vice Chairman of the Company following the closing of the transaction.
This Agreement could also be executed in a number of counterparts, each of which when executed and delivered shall thereby be deemed to be an unique and all of which taken collectively shall constitute one and the same instrument. Any party hereto might execute and ship signed counterparts of this Agreement to the other parties hereto by piece of email or different digital transmission in portable doc format (.PDF) or another digital signature complying with the United States ESIGN Act of 2000 (including ), every of which shall be deemed an authentic. Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the good thing about the parties hereto and their heirs, executors, administrators, successors, authorized representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, authorized representatives and permitted assigns. Except for such matters as have not had and wouldn’t be reasonably prone to have, individually or within the mixture, a GHV Material Adverse Effect, there isn’t any motion, swimsuit, declare or different continuing, in every case by or earlier than any governmental authority pending, or, to the data of GHV, threatened in opposition to GHV, or judgment, decree, injunction, ruling or order of any governmental entity or arbitrator excellent towards GHV.
Upon such determination that any term or different provision is invalid, unlawful or incapable of being enforced, the Parties shall negotiate in good faith to switch this Agreement so as to impact the original intent of the Parties as carefully as potential 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 reference to or on account of the Transactions in an amount to not 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 of any Tax Returns with respect to Transfer Taxes. If one get together remits to the appropriate Governmental Authority payment for Transfer Taxes and such fee includes the other party’s share of such Taxes, such other party shall promptly reimburse the remitting celebration for its share of such Taxes. Notwithstanding any other provision on this Agreement, the Parties shall cooperate in good religion to attenuate, to the extent permissible under applicable Law, the amount of any such Transfer Taxes. All material Tax Returns required to have been filed by or with respect to GHV have been timely filed and such Tax Returns are true, right and complete in all material respects.
” means, with respect to any Party, any merger, capital stock change, asset acquisition, inventory purchase, reorganization or comparable business mixture with one or more companies. Attached as Exhibit ninety nine.2 and integrated by reference herein is the investor presentation dated February 23, 2021 that shall be utilized by the Company and AGSA with respect to the transactions contemplated by the Business Combination Agreement. Such exhibit and the information set forth therein shall not be deemed to be filed for functions of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall or not it’s deemed to be included by reference in any submitting beneath the Securities Act, or the Exchange Act. The Business Combination Agreement contains customary covenants of the parties with respect to operation of their respective businesses previous to consummation of the Business Combination and efforts to fulfill circumstances to consummation of the Business Combination. The Business Combination Agreement also contains further covenants of the parties, including, among others, covenants offering for the Company and AGSA to cooperate within the preparation of the Proxy Statement/Prospectus and Registration Statement required to be filed in reference to the Business Combination. The covenants of the parties to the Business Combination Agreement is not going to survive the Closing, aside from these covenants that by their terms expressly apply in entire or in part after the Closing.
Each of Ardagh, AMPSA and MergeCo shall have carried out or complied in all materials respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or previous to the Closing. ”), maintain in effect the Commitment Financing Documents, materially comply with the obligations in the Debt Financing Documents that are inside their control and fulfill on a well timed foundation all conditions within the Debt Financing Documents which may be inside their management and upon the satisfaction or waiver of the Commitment Conditions Precedent or the conditions precedent to different Debt Financing set forth within the Definitive Debt Financing Agreements, consummate the Debt Financing at or previous to the Closing. With respect to U.S. state and local digital 2.9b matterport 86m Ardagh/AMPSA Group Tax Returns described in the foregoing clause , Ardagh and the AMP Entities shall cooperate absolutely at such time and to the extent fairly requested in reference to the preparation and filing of any Tax Return or the conduct of any tax audit or different proceeding, and never later than thirty days previous to the submitting of any Ardagh/AMPSA Group Tax Returns, Ardagh shall present AMPSA with a duplicate of such Ardagh/AMPSA Group Tax Return and shall incorporate any reasonable feedback of AMPSA prior to submitting and Ardagh shall not settle or concede any such Tax claim with out the prior written consent of AMPSA . ”), except to the extent any Ardagh/AMPSA Group Tax Return is required by relevant Law to be filed.
