Neither the Company Entities nor any property, asset or business of the Company Entities is subject to or bound by any Order that would reasonably be expected to have a Material Adverse Effect. As of the date of this Agreement, there are no material Proceedings pending or threatened by the Company Entities against any other Person. To the Knowledge of the Company, and except for contributions to Publicly Available Software and as specified in Section3.9 of the Company Disclosure Letter, no funding, facilities or resources of any Governmental Entity, university, college, other educational institution, multi-national, bi-national or international organization or research center was used in the development or creation of any Company Products and Processes or Intellectual Property or Technology used by or necessary for the Company Entities and no such entity has any claim or right to any Company Products and Processes or Intellectual Property or Technology used by the Company Entities. Since September 30, 2021, neither the Company nor any of its Subsidiaries has incurred a material liability for Taxes outside its Ordinary Course of Business, other than any such liability arising in connection with the transactions contemplated by this Agreement.
The Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder to consummate the Transactions, and has taken all corporate or other legal entity action that is necessary in order to execute, deliver and perform its obligations hereunder and thereunder to consummate the Transactions. 2.14 Liquidation of APHC. As soon as is reasonably practicable after the Merger Effective Time, and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Cayman Islands Companies Act, the Liquidation shall be consummated and all assets of APHC transferred to and liabilities assumed by Irish Holdco. The Liquidation will be consummated immediately upon receipt of approval from the Cayman Registrar (the “Liquidation Effective Time”).
If any Party has breached any representation, warranty, covenant or agreement contained in this Agreement in any respect, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, covenant or agreement. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” An accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with U.S. Except where otherwise provided, all amounts in this Agreement are stated and shall be paid in United States dollars. The Parties and their respective counsel have reviewed and negotiated this Agreement as the joint agreement and understanding of the Parties, and the language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Person. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent .
And its accompanying sound unless this is apparent from the rest of the description. Give details of integral sound systems as part of “other physical details” (see 8.5C1). Optionally, add a more specific term to one of those listed above. 8.4E Statement of function of publisher, distributor, etc. List featured players, performers, narrators, and/or presenters. Give a trade name or other similar specification in a note (see 7.7B10).
2.8Transfer of Employees; Employee Participation. Each of Irish Holdco and the Company acknowledges that, due to the Merger, the employees of the Company will become employees of Irish Holdco by operation of law (the “Transfer of Employees”) and that certain statutory requirements regarding the information and cooperation duties apply to the Transfer of Employees under applicable employment Laws and the Cross Border Merger Laws, and undertakes to comply with all such requirements and all requirements under applicable collective bargaining agreements in relation to the pressed juicery cleanse reviews weight loss Transfer of Employees in connection with the Merger and to coordinate the actions to be taken in relation thereto with each other. Fractional rights to the Irish Holdco Ordinary Shares shall be pooled and the corresponding Irish Holdco Ordinary Shares sold to market after which the sales proceeds shall be paid to the shareholders otherwise entitled to fractional elements of the Irish Holdco Ordinary Shares in proportion to their rights to fractional Irish Holdco Ordinary Shares (the “Fractional Share Consideration”). 2.6 Conversion of Company Preference Shares.
Since September 30, 2021, no event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute a material breach of or event of default by, or result in a right of termination for any Company Entity or, to the Knowledge of the Company, any other party under any Material Contract. Neither the Company nor any of its Subsidiaries has agreed or is required to make any adjustments pursuant to Section 482 of the Code with respect to the business of the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has received any notice from the IRS or other relevant Tax Authority proposing any such adjustment or change. The Company and each Subsidiary are in compliance in all material respects with all transfer pricing requirements in all jurisdictions in which the Company or such Subsidiary, as the case may be, does business. None of the transactions between the Company or any Subsidiaries of the Company and other related Persons is subject to any material adjustment, apportionment, allocation nor recharacterization under any Law, and all such transactions have been effected on an arm’s length basis.
Registration Statement. The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Registration Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending. The Irish Holdco Ordinary Shares to be issued in the Transactions, as well as the APHC Warrants, shall be conditionally approved for listing upon the Closing on the NYSE, subject to official notice of issuance and any requirement to have a sufficient number of round lot holders of the Irish Holdco Ordinary Shares. After giving effect to the Transactions, including the PIPE Investment and the APHC Share Redemption, APHC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1 of the Exchange Act) remaining immediately after the Merger Effective Time. 7.16 Additional Agreements. During thePre-Closing Period, the Company shall use commercially reasonable efforts to cause each Pre-Closing Holder owning 5% or more of the Company Shares or that is a director or officer of the Company and their respective Affiliates who hold Company Shares not otherwise party to a Shareholder Support Agreement to enter into and deliver an executed counterpart of the Shareholder Support Agreement (“Additional Support Agreements”); provided each of the Parties acknowledges and agrees that failure to obtain any Additional Support Agreements is not, and shall not be, a reason to delay the Closing or terminate the Agreement, or a condition to the Closing.