EQUITY AND ASSET PURCHASE AGREEMENT by and among ARDAGH GROUP S.A., BALL CORPORATION, and REXAM PLC, dated as of April 22, 2016Equity and Asset Purchase Agreement • February 23rd, 2017 • Ardagh Finance Holdings S.A. • Glass containers • New York
This EQUITY AND ASSET PURCHASE AGREEMENT, dated as of April 22, 2016, is made and entered into by and among Ardagh Group S.A., a Luxembourg company (“Purchaser”), Ball Corporation, an Indiana corporation (“Seller”), and (subject in all respects to Section 4.20) Rexam PLC, a public limited company registered in England and Wales (“Rexam” and collectively with Purchaser and Seller, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 10.1.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 23rd, 2017 • Ardagh Finance Holdings S.A. • Glass containers • Luxembourg
This Indemnification Agreement (this “Agreement”) is made effective as of , 2017 (the “Effective Date”) by and between (i) Ardagh Group S.A., a limited liability company incorporated under the laws of Luxembourg (the “Company”), and (ii) , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
AMENDMENT NO. 1 TO THE EQUITY AND ASSET PURCHASE AGREEMENTEquity and Asset Purchase Agreement • February 23rd, 2017 • Ardagh Finance Holdings S.A. • Glass containers • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of June 9, 2016, to the Equity and Asset Purchase Agreement, dated as of April 22, 2016 (the “Agreement”), by and among Ardagh Group S.A., a Luxembourg company (“Purchaser”), Ball Corporation, an Indiana corporation (“Seller”), and (subject in all respects to Section 4.20 of the Agreement) Rexam PLC, a public limited company registered in England and Wales (“Rexam” and collectively with Purchaser and Seller, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
SHAREHOLDER AGREEMENT BY AND BETWEEN ARD HOLDINGS S.A. AND ARDAGH GROUP S.A. Dated , 2017Shareholder Agreement • February 23rd, 2017 • Ardagh Finance Holdings S.A. • Glass containers • Luxembourg
SHAREHOLDER AGREEMENT (this “Agreement”), dated , 2017, by and between ARD HOLDINGS S.A., a société anonyme organized under the laws of Luxembourg (together with any successor thereof, “ARD Holdings”), and ARDAGH GROUP S.A., a société anonyme organized under the laws of Luxembourg (“Listco”).
AMENDMENT NO. 2 TO THE EQUITY AND ASSET PURCHASE AGREEMENTEquity and Asset Purchase Agreement • February 23rd, 2017 • Ardagh Finance Holdings S.A. • Glass containers • New York
AMENDMENT NO. 2 (this “Second Amendment”), dated as of June 30, 2016, to the Equity and Asset Purchase Agreement, dated as of April 22, 2016, and as amended (the “Agreement”), by and among Ardagh Group S.A., a Luxembourg company (“Purchaser”), Ball Corporation, an Indiana corporation (“Seller”), and (subject in all respects to Section 4.20 of the Agreement) Rexam PLC, a public limited company registered in England and Wales (“Rexam” and collectively with Purchaser and Seller, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
