” means any registration statement 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 statement, and all displays to and all material integrated by reference in such registration statement. ” means a registration effected by preparing and submitting a registration statement or related doc in compliance with the requirements of the Securities Act, and the relevant rules and regulations promulgated thereunder, and such registration assertion turning into efficient. That, the Company and its counsel could request and rely upon customary representations from the Purchaser in reference to supply of such opinion and however the foregoing, the Company and its counsel will not be required to ship any such opinion, authorization, certificates or course if it reasonably believes that removal of the legend might end in or facilitate transfers of securities in violation of relevant law. The Company is in compliance with all relevant laws, besides where such non-compliance wouldn’t fairly be anticipated to have, individually or within the mixture, a Material Adverse Effect. The Company has not obtained any written communication from a governmental authority that alleges that the Company isn’t in compliance with or is in default or violation of any applicable law, besides where such non-compliance, default or violation would not fairly be anticipated to have, individually or in the mixture, a Material Adverse Effect.
This imaginative and prescient guarantees the emergence of a thriving digital economy the place individuals can earn money, exchange goods and ship providers to members. This will be accomplished at an even bigger scale than the video games mentioned before and could have some overlap between our digital and physical lives. The potential to create a wholly new digital financial system through related, immersive, and interactive entertainment is one thing we may be excited about. Ironically, these books actually describe a dystopian world, very comparable to how the telescreens are used to spy on citizens in Orwell’s 1984 and the way individuals are enslaved by expertise in Huxley’s Brave New World. We are nonetheless within the infancy phase of VR/AR, however I discover it conceivable that this technology will discover its method into enterprise workflows and consumers’ households in the next decade or two. The key query is whether the companies providing this technology will have the power to capture the worth it creates.
”), filings required by applicable securities laws, the filings required in accordance with Section 11, those required by the NYSE, these required to consummate the Transaction as supplied underneath the Business Combination Agreement; and people whose failure to so acquire would not fairly be anticipated to have, individually or within the combination, a Material Adverse Effect. The Company has all requisite legal responsibility firm power and authority to enter into this Agreement and to hold out its obligations hereunder and to consummate the transactions contemplated hereby, together with the issuance of the Acquired Shares to the Purchaser in accordance with the phrases hereof. This Agreement , the Confidentiality Agreement and the Related Agreements represent the entire agreement among the Parties and supersede any prior understandings, agreements, or representations by or among the Parties, written or oral, that may have related in any way to the subject matter hereof. No representations, warranties, covenants, understandings, agreements, oral or otherwise, referring to the Transactions exist among the many Parties, except as expressly set forth in this Agreement or the Related Agreements. Each of Ardagh, AMPSA and GHV shall use its cheap best efforts to trigger the Shares and AMPSA Warrants issuable in the Transactions and the Shares that may become issuable upon the train of the AMPSA Warrants to be permitted for listing on NYSE, topic to official notice of issuance, as promptly as practicable after the date of this Agreement, and in any occasion prior to the Closing Date.
GHV 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 prior to the Closing. Each of Ardagh, AMPSA and MergeCo shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or previous to the Closing. ”), keep in effect the Commitment Financing Documents, materially adjust to the obligations in the Debt Financing Documents which are inside their control and satisfy on a well timed foundation all situations in the Debt Financing Documents which are within their management and upon the satisfaction or waiver of the Commitment Conditions Precedent or the conditions precedent to different Debt Financing set forth in the Definitive Debt Financing Agreements, consummate the Debt Financing at or previous to the Closing. ”), except to the extent any Ardagh/AMPSA Group Tax Return is required by applicable Law to be filed. If any Ardagh/AMPSA Group Tax Return is required to be filed, then the Parties will enter right into a tax sharing or allocation settlement or association having arm’s length terms. GHV shall promptly (and in no event later than twenty-four hours after changing into aware of such proposal, supply or request for information) notify Ardagh of any proposals, presents or requests for info made with respect to an Alternate GHV Combination following GHV’s awareness thereof and provide Ardagh a replica of such proposal, provide or request for information, if in writing.
”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof, but no later than the earlier of the sixtieth calendar day (or the ninetieth calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Closing Date and the tenth business day after the date the Company is notified by the SEC that the Registration Statement is not going to be “reviewed” or is not going to be subject to additional evaluate. A considerably full draft of the Registration Statement shall be provided to the Purchaser no less than two Business Days prior to submitting. The Company agrees to trigger such registration assertion or one other shelf registration statement to stay effective until the sooner of two years from the issuance of the Acquired Shares, or the primary date on which the Purchaser can sell all of its Acquired Shares under Rule a hundred and forty four of the United States Securities Act within ninety days with out limitation as to the quantity or method of sale of such securities that might be bought and without the requirement for the Company to be in compliance with the present public data required under Rule one hundred forty four (or Rule 144, if applicable).
This transfer allows Flipkart to permit purchases from third-party retailers, making a push into the funds enterprise. The number of cellular wallets within the country is 11.5 crore, since their launch in 2007 and are growing quickly when it comes to adoption. The firm later pivoted from being a retailer to a marketplace model, and had to limit its pockets to products offered by WS Retail. Flipkart utilized for a wallet license but didn’t safe one and finally shut down PayZippy. Our Consumer HealthTech report covers client going through solutions which assist a person diagnose, deal with and stop medical situations and manage their well being pre and post treatment. According to the report, the businesses have raised more than $7.3B in cumulative funding since 2010, with startups within the US leading the charge.
Nothing on this Agreement shall be construed to confer upon, or give to, any particular person or company other than the events hereto and the Registered Holders any right, treatment, or declare under or by purpose of this Agreement or of any covenant, situation, stipulation, promise, or settlement hereof. All covenants, conditions, stipulations, guarantees, and agreements contained on this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders. This Agreement, and all claims or causes of action primarily based upon, arising out of, or related to this Agreement or the transactions contemplated herein, shall be governed by, and construed in accordance with, the legal guidelines of the State of Delaware , with out giving effect to principles or rules of conflict of legal guidelines to the extent such principles or guidelines would require or permit is heartsnappinglot the application of legal guidelines of one other jurisdiction. If the Registration was initiated by the Company for its own account or that of a Company stockholder aside from pursuant to rights underneath this Agreement, in each case to be registered for supply and sale within the applicable Registration. The events hereto agree that irreparable harm would happen within the occasion that any of the provisions of this Agreement weren’t carried out in accordance with their specific terms or were in any other case breached. It is accordingly agreed that the events shall be entitled to an injunction or injunctions to forestall breaches of this Agreement and to enforce particularly the terms and provisions of this Agreement, this being in addition to another remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.