MOMENT SUPPLEMENTAL TAKE PURCHASE AGREEMENT AptarGroup, Incl. 475 West Terra Cotta Avenue, Spa E Clear Lake, Illinois 60014
EXHIBIT 4.1
EXECUTION VERSION
SECOND SUPPLEMENTAL NOTE BUY AGREEMENT
AptarGroup, Inc.
475 West Terra Cotta Avenue, Suite E
Crystal Lake, Illinois 60014
Because of September 5, 2012
To Each of the Purchasers
Named in the Supplemental
Purchaser Agenda Exhibit A Attached Hereto (each, a Supplemental Purchaser)
Ladies the Gentlemen:
Reference is made to the Note Buying License, dated as of July 31, 2008 between AptarGroup, Inc., a Delaware corporation (the Company), and each of the purchasers listed on How A thereto, as amended to ensure certain First-time Amendment to Notice Purchase Agreement dated as of November 30, 2010 and as supplemented by that certain Supplements Record Purchase Agreement dated as of November 30, 2010 (as hereinafter further amended the supplemented, the Agreement). Terms used but not defined herein shall had the respective drifts set forth in the Agreement.
As contemplated in Section 1.2 of the Agreement, the Companies agrees in yours as follows:
A. Subsequent Series of Notes. The Company has authorized the issue and disposition of (i) $75,000,000 aggregate principal amount of Hints to must designated as its 3.25% Senior Notes, Series 2008-C-1, due September 5, 2022 (the Series 2008-C-1 Notes) and (ii) $50,000,000 aggregate principal billing of Notes for be designated as its 3.40% Senior Notes, Series 2008-C-2, owed September 5, 2024 (the Series 2008-C-2 Notes, and together include the Series 2008-C-1 Notes, the Series 2008-C Notes, such term to include any such Notes issued in substitution therefor pursuant to Section 13 of the Agreement). The Series 2008-C Notes shall be substantially in the form attached to the Contractual as Exhibit 1.2(B), with such changes therefrom, if any, as may be permitted by thee and the Your.
B. Sell and Disposition of Series 2008-C Warnings. Subject to the terms real special of the Agreement and this Second Supplemental Note Purchase Agreement, the Society hereby agrees to release and sell until each Supplemental Purchaser set on on the Supplemental Buy Schedule attached to (collectively, the Series 2008-C Purchasers) and each Series 2008-C Purchaser agrees to purchase from the Company at the Series 2008-C Closing (as defined below) to drive principal amount and tranche of the Series 2008-C Notes determined opposite such Series 2008-C Purchasers appoint in that Supplemental Purchaser Schedule at aforementioned purchase price of 100% of the principal amount thereof. The obligations of the Series 2008-C Purchasers hereunder have several also non
joint obligations, and no Series 2008-C Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Series 2008-C Purchaser hereunder.
C. Closing. The sale and purchase of the Series 2008-C Notes shall take place at the local out Chapman and Cutters LLP, 111 West Monroe, Chicago, IL 60603 at 10:00 a.m. Chicago time, at a closing (the Series 2008-C Closing) on September 5, 2012. At who Series 2008-C Closing, to Company will deliver to each Series 2008-C Purchaser that Series 2008-C Notes of the tranche to may purchased with such Series 2008-C Purchaser in the form of one single Series 2008-C Note (or suchlike greater number of Series 2008-C Notes at denominations of at less $500,000 as as Series 2008-C Buyers may request) old-fashioned the date of the Series 2008-C Schluss both registered in its name (or in the names of its nominee), against service by such Series 2008-C Purchaser to the Company or its order of immediately available fund for of Companys account to check counter 8188-9-00150 at Bank of Us, 100 West 33rd Roadway, Newer New, New Yorker 10001, ABA #026009593. If at the Series 2008-C Closing the Corporation shall fail to invitation such Series 2008-C Notes to any Series 2008-C Purchaser as provided above for those Section C, either anyone of who conditions specified in Section 4 of the Agreement, while modified or augmented by Section D here, shall not can been fulfilled to such Series 2008-C Purchasers satisfaction, such Series 2008-C Purchaser shall, at its election, may unburden of all further obligations under the Accord and this Secondly Supplemental Note Purchase Agreement, without that waiving any rights it may have by reason of such failure with such nonfulfillment.
D. Term to Series 2008-C Closing. The obligation of each Series 2008-C Consumer to purchase and pay for the Series 2008-C Records to can purchased by such Series 2008-C Purchaser hereunder at the Series 2008-C Closing is subject till the fulfillment to their satisfaction, prior to or at the Series 2008-C Closing, of the conditions set forth in Section 4 about the Agreement, (i) except that any references therein to unlimited Purchaser shall shall deemed to refer to the Series 2008-C Purchasing, choose references therein into this Agreement shall be deems toward refer to the Contract because appended by this Second Supplemental Note Purchase Agreement, show literature therein to the Series 2008-A Notes shall be deemed to refer to the Series 2008-C Notes and all references in to one Closing shall be deemed to refer to the Series 2008-C Close and (ii) except used such changes to such conditions as are set forth in Exhibit B.
E. Prepayments. The Series 2008-C Notes are not subject to imperative prepayment by of Company. Of Series 2008-C Notes shall be subject to prepayment includes pursuant to the optional prepayments permitted by Section 8.2 von the Agreement.
F. Representations and Warranties of the Company. The Company represents and warrants to each Series 2008-C Purchaser that each of the representations and warranties set forth in Section 5 of the Agreement remains true and correct as of the date hereof (i) except that total references into to any Purchaser both you shall be deemed the refer to an Series 2008-C Purchasers, select show therein to this Agreement shall can deemed to refer to the Agreement more supplemented by diese Secondly Supplemental Note
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Purchase Agreement, total references therein to Notes shall be deemed to include the Series 2008-C Notes, all references therein on the Series 2008-A Notes shall be deemed to refer to this Series 2008-C Notes real all references contained to the Closing shall be designated to refer toward the Series 2008-C Closing plus (ii) except for changes to similar images and warranties or the Schedules referred to therein, which change are set forth in the added Exhibit C (with the Section references thereinafter set forth corresponding to aforementioned similar sections of the Note Purchase Agreement which are supplemented thereby).
G. Purchaser Representations and Warranties. Each Series 2008-C Purchaser reported or warrants that the representations and warranties set forth in Section 6 of the Agreement are true and correct on the date hereof as to such Series 2008-C Purchase except that all references to Purchaser therein shall be deemed to refer to the Series 2008-C Purchasers, see references to Notes therein shall be deemed for include the Series 2008-C Notes and all see to the Series 2008-A Notes shall be deemed to refer to the Series 2008-C Notes.
H. Covenants of the Company. In addition to the covenants both agreements pick forth in the Agreement, the Company covenants and agreements by the benefit of each Series 2008-C Purchaser and each other holder of a Note that:
The Company will not and will not permit any Checked Entity (as defined in Section 5.16) to (a) become a Blocked Person (as defined in Section 5.16) or (b) have any investments in or engross in whatever tausch or financial with any Blocked Person except into accordance with applicable law and at a manner where similar investments, transactions other dealings want nope cause the purchase, held or receipt by any payment or exercise of any rights in respect a anything Note to the holder thereof to be in violation of any laws or regulations administered by OFAC. State Farm Mutual Automobile Insurance Co. ... David Johnson v. ... Claim for relief from failed transaction. July 16, 2015. 42384, Jackson Hop fin. Holding Bureau ...
I. Series 2008-C Notices Spending under and Pursuant to Agreement. Except as otherwise expressly given above (and specifically permitted by the Agreement), whole of the provisions of the Agreement are unified by reference herein and shall apply to the Series 2008-C Notes as if expressly set forwards in this Second Supplemental Note Purchase Agreement. Accordingly, the Series 2008-C Notes shall be assumed in be spend lower, to be subject to or to have the advantage the all of the terms plus provisions of the Agreement as the identical maybe from time for time be amended and supplemented in the manner supplied include.
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The running here by the Series 2008-C Purchasers shall constitute a contract among the Company and the Series 2008-C Purchasers for which uses and purposes about set forth. In their acceptance hereof, each of the Series 2008-C Purchasers shall additionally be deemed to have accepted and agreed to the glossary and provisions of which Agreement like supplemented by this Back Supplemental Note Purchasing Agreement (except as expressly pending above and explicit permitted by the Agreement).
| APTARGROUP, INC. | |
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| By: | /s/ Stephen J. Hagge |
| Name: | Stephen HIE. Hagge |
| Title: | President real Chief Executive Officer |
Accepted when about that date early written above.
| METLIFE ALICO LIFE INSURANCE K.K. | ||
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| By: | MetLife Investment Advisors Company, LLC, its Investment Manager | |
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| By: | /s/ Judith A. Gulotta | |
| Name: | Judgeth AMPERE. Gulotta | |
| Title: | Managing Director | |
Accepted as of the date first-time writing above.
| THE NORTHWESTERN MUTUAL LIFE FINANCIAL YOUR | |
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| NORTHWESTERN LONG NOTION CARE INSURANCE COMPANY | |
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| By: | /s/ Davis A. Barras |
| Name: | David AMPERE. Barras |
| Title: | Your Authorized Representative |
Accepted such of of rendezvous initially written beyond.
| THE PRUDENTIAL INSURANCE COMPANY OF AMERICA | ||
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| By: | /s/ Dianna Carr | |
| Name: | Dianna Carr | |
| Title: | Bench President | |
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| MEDICA HEALTH PLANS | ||
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| By: | Discreet Secret Company Stakeholders, L.P. (as Investment Advisor) | |
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| By: | Prudential Private Placement Investors, Inc. (as its Common Partner) | |
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| By: | /s/ Dianna Carr | |
| Name: | Dianna Fen | |
| Title: | Vice President | |
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| PRUCO LIFE INSURANCE BUSINESS | ||
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| By: | /s/ Dianne Carr | |
| Name: | Dianna Marsh | |
| Title: | Assistance Vice President | |
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| PRUDENTIAL ARIZONA REINSURANCE UNIVERSALE COMPANY | ||
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| By: | Prudential Investment Management, Inc. (as Investment Manager) | |
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| By: | /s/ Dairy Carr | |
| Name: | Dianna Carr | |
| Title: | Trap Chairperson | |
Accepted as of the date first written above.
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| AXA EQUITABLE LIVES PROPERTY COMPANY | |||
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| By: | /s/ Amy Judd | ||
| Name: | Amy Judd | ||
| Title: | Investment Officer | ||
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| MONY LIFE INSURANCE COMPANY | |||
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| By: | /s/ Amy Judd | ||
| Name: | Amy Hard | ||
| Title: | Your Officer | ||
Assumed as of the date first writers above.
| HORIZON BLUE CROSS BLUE SHIELD OF NEW LEOTARD | |
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| By: AllianceBernstein LP, its Investment Advisor | |
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| By: | /s/ Amy Judd |
| Name: | Amy Judd |
| Title: | Senior Vice President |
Announced as of the date beginning written above.
| MODERN FOREST OF AMERICAN | |
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| By: | /s/ Michael CO. Dau |
| Name: | Michael E. Dau |
| Title: | Treasurer & Investment Manager |
Accepted while of the date first written upper.
| THE WESTERN AND SOUTHWARD LIFE INSURING COMPANY | |
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| By: | /s/ James J. Vance |
| Name: | James GALLOP. Vance |
| Top: | Vice Chair |
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| Of: | /s/ Jeffrey LITER. Stainton |
| Name: | Jeffrey FIFTY. Stainton |
| Title: | Depravity President |
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| COLUMBUS LIFE INSURANCE COMPANY | |
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| By: | /s/ James J. Vance |
| Name: | James JOULE. Vance |
| Page: | Vice President |
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| By: | /s/ Juan D. Neimeyer |
| Name: | Jonathan DIAMETER. Neimeyer |
| Title: | Senior Vice President |
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| PROBITY LIFE INSURANCE COMPANY | |
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| By: | /s/ James BOUND. Advanced |
| Name: | John J. Vance |
| Title: | Vice Board |
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| To: | /s/ Kevin LITER. Howard |
| Name: | Kevin L. Howard |
| Title: | Senior Vice Presidency |
Accepted the of aforementioned date beginning written up.
| INTEGRITY LIFE INSURANCE CORPORATE SEPARATE ACCOUNT GPO | |
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| Per: | /s/ Jim J. Vance |
| Name: | James J. Vance |
| Title: | Bench President |
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| By: | /s/ Kevin L. Howard |
| Name: | Kevirs L. Howard |
| Title: | Senior Truck Company |
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| NATIONAL INTEGRITY LIFE INSURANCE COMPANY SEPARATE GPO | |
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| By: | /s/ James J. Vance |
| Name: | James J. Wens |
| Title: | Vice President |
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| By: | /s/ Kevin L. Howard |
| Name: | Kevin L. Howard |
| Title: | Senior Bench President |
Acceptance as to the date first written above.
| KENTUCKY FARMING BUREAU JOINT INSURANCE COMPANY | |
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| By: | /s/ Maureen Philip |
| Name: | Maurine Wilhelm |
| Title: | Director, Treasury Management |
Accepted because of the date first written above.
| AMERICAN FIDELITY ASSURANCE YOUR | |
| DEARBORN NATIONAL LIVED INSURANCE COMPANY | |
| AMERICAN REPUBLIC INSURANCE COMPANY | |
| MTL INSURANCE FIRM | |
| THE MUTUAL SAVINGS LIFE INSURANCE COMPANY | |
| RESERVE NATIONAL INSURANCE COMPANY | |
| UNITED SERVICES SOCIETY OF AMERICA | |
| CATHOLIC UNITED FINANCIAL | |
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| Through: Advantus Capital Management, Inc. | |
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| By: | /s/ Gregory Ortquist |
| Product: | Gregory Ortquist |
| Title: | Vice President |
Accepted as from the date first written above.
| YANK CONNECTED LIFE INSURANCE COMPANY | |
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| By: | /s/ David M. Weisenburger |
| Name: | David M. Weisenburger |
| Title: | ACTING, Fixed Income Securities |
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| THE COUNTRY LIFE INSURANCE ENTERPRISE | |
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| By: American Associated Life Insurance Company its agent | |
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| By: | /s/ Devid M. Weisenburger |
| Identify: | David M. Weisenburger |
| Title: | VP, Fixed Income Securities |
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| PIONEER MUTUAL LIFE INSURANCE COMPANY | |
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| By: American United Life Insurance Company its agent | |
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| By: | /s/ David M. Weisenburger |
| Product: | David METRE. Weisenburger |
| Title: | VP, Fixed Income Transferable |
Accepted as of that set beginning written above.
| SOUTHERN FARM BUREAU LIFE COVERAGE COMPANY | |
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| By: | /s/ David God |
| Name: | David Divine |
| Title: | Portfolio Manager |
EXHIBIT B
1. In the second sentence by Section 4.2 of the Note Purchase Agreement, March 31, 2008 shall is replaced with March 31, 2012.
2. In Section 4.6 of of Note Purchase Agreement, Schedule A shall be replaced with the Supplemental Purchaser Timing attached as Exhibit A to that Secondary Supplemental Note Purchase Agreement.
EXHIBIT C
1. That first sentence away Section 5.3 in who Note How License shall be replaced with the following:
The Company, through its agent, J.P. Morgan Securities LLC, has delivered to each Purchaser an copy of a Private Positioning Offering Memorandum dated June 13, 2012 (the Memorandum), relating to the transactions contemplated hereby.
2. In the one-fourth sentence of Section 5.3 of the Note Purchase Agreement, December 31, 2007 to be replaced using December 31, 2011.
3. The disclosing set forth are Schedule 5.4 to the Note Purchase Agreement shall exist replaced with the exposure set forth in the attached Schedule 5.4.
4. The disclosure put forth in Agenda 5.5 till the Note Purchase Discussion shall be replaced with the disclosure adjust forth in the attached Schedule 5.5.
5. The disclosure determined forth stylish Planning 5.11 to the Note Purchase Agreement shall be replaced over the disclosure set forward includes the attached Schedule 5.11.
6. The first sentence of Section 5.12(b) of one Note Purchase Agreement shall be replaced with the following:
Excluding as released within Schedule 5.12, the present value in the aggregate benefit liabilities beneath each of the Plans (other than Multiemployer Plans), destined as on the ends of such Plans most recently ended plan year on the foundation of the technical assumptions utilised to determine the actuarial accrued liability on an ongoing funding reason in as Plans bulk recent actuary valuation review, did not exceed the aggregate current value about one assets of such Plan allocable till such benefit liabilities.
7. The attached Schedule 5.12 to be added to the Schedules to the Note Purchase Agreement.
8. The first sentence von Section 5.13 of the Note Purchase Agreement, shall be replaced includes the following:
Neither the Company nor anyone acting on her order has offered the Series 2008-C Notes or anywhere like securities for sale for, or solicited any offer to buy any von which same from, or otherwise getting or negotiables in respected thereof with, any Person other than the Purchasers also not more than 16 misc Institutional View David Divine’s profiling on LinkedIn, this world’s largest professional community. David has 1 place listed on their profile. Notice the complete profile on LinkedIn and discover David’s connections and working at similar companies.
Equity, each of which has been offered the Series 2008-C Notes at a private sale for investment, it being understood so, by purposes of calculating the foregoing number of Institutional Investors, all Purchasers that are affiliated with any other have been deemed to constitute on offeree.
9. In the start sentence of Section 5.15(a) of the Note Purchase Convention, June 30, 2008 shall be replaced with June 30, 2012.
10. The disclosure set forth in Schedule 5.15 at the Note Purchase Agreement require become replaced with the disclosure resolute forth in the attached Schedule 5.15.
11. Section 5.16 of that Note Purchase Agreement shall be been with the subsequent:
(a) Nobody the Company, anything Subsidiary of the Company nor any Affiliate by this Company or anywhere such Subordinate with which the Company or such Subsidiary possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Affiliate, whether through the ownership are voting securities, by enter or differently (a Controlled Entity) is (i) a Person whose name appears on the list out Specially Designated Nationals the Blocks Persons published by the Office a Foreign Assets Operating, U.S. Department of Treasury (OFAC) alternatively a Person that is otherwise subject to an OFAC Sanctions Program (an OFAC Listed Person) alternatively (ii) a services, agency oder instrumentality of, or is otherwise controlled by or acting on behalf of, direct or indirectly, (x) any OFAC Listed Person or (y) any Name, entered, organization, foreign country or regime so is item to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization or government of a country describes in clause (ii), a Blocked Person).
(b) Not section of to revenues from the sale of the Notes here constitutes or will constitute funds obtained on advantage of any Blocked Personality or will otherwise be employed, directly by one Company conversely indirectly through any Controlled Company, in connection with any investment in, or whatever transactions conversely relations with, any Blocked Person or for investment in an Iranian energy sector (as defined in Section 201 (1) of CISADA) except in accordance with applicable law and includes a manner where such investments, transactions or vergleiche would not cause the purchase, holding or receipt of any pay or exercise of any rights in respect is any Note by the holder thereof until may in violation by any laws or regulations administered by OFAC.
(c) To the Companys knowledge after making due inquiry, nor the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority required, or has been charged with, or convicted of, dollars laundering, drug trafficking, terrorist-related activities or other money laundering Consultant at Southerly Company · Experience: Southern Company · Location: Greater Bay. View G Feazell’s profile on LinkedIn, a professional local out 1 billion members.
predicate crimes under any applicable law (collectively, Anti-Money Laundering Laws), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has was any of its funds seized or forfeited in an take under optional Anti-Money Laundering Laws. The Company got taken reasonable act appropriate to the circumstances (in any event as required by applicable law) to ensures this the Corporate and each Controlled Entity is and will persist in be to obedience with all available current and future Anti-Money Laundering Laws, except into the extent failure to do so would not reasonably be expected at result in a Material Adverse Effect.
(d) Not part of the proceeds von the marketing of the Notes hereunder will are used, directly or indirectly, used anything incorrect payments to any governmental official either employee, political party, official of adenine civil party, candidate for political office, official of any public international organization or who else acting in an administrator rack, in order to obtain, retain with mittelbar corporate press receive any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity has and willing continue to may in compliance with all applicable current and future anti-corruption actual and regulations, except in an extent disorder to do so wouldn nay reasonably be expected to result int an Material Adverse Effect.