Financing Certificate Clause Samples
Financing Certificate. As of the date of the delivery of the Financing Certificate to Sellers pursuant to Section 4.6 and the Initial Repurchase Closing Date, the information included in and attached to the Financing Certificate, including the Cash Financing Amount and the number of Repurchased Shares as of the expected Initial Repurchase Closing Date, is true and complete in all material respects.”
Financing Certificate. Acquiror shall have delivered to the Company a certificate signed by an officer of Acquiror, dated the Closing Date, setting forth: (A) the aggregate number of Acquiror Public Shares that Redeeming Shareholders have duly elected to be subject to the Acquiror Share Redemption and (B) the number of Acquiror Public Shares that will be issued and outstanding after giving effect to the Acquiror Share Redemption.
Financing Certificate. Acquiror shall have delivered to the Company a certificate signed by an officer of Acquiror, dated the Closing Date, setting forth: (A) the aggregate number of Acquiror Public Shares that Redeeming Shareholders have duly elected to be subject to the Acquiror Share Redemption; (B) the number of Acquiror Public Shares that will be issued and outstanding after giving effect to the Acquiror Share Redemption; (C) the PIPE Investment Amount to be received by Acquiror at the closing of all PIPE Investments; and (D) Acquiror’s good faith calculation of Acquiror Closing Cash.
Financing Certificate. A certificate from the Borrower following the Completion Date as to all sources and uses to renovate and rehabilitate the Qualified Project.
Financing Certificate. (a) Not later than five Business Days prior to the First Closing Date, Acquiror shall deliver to the Company written certificate (the “Financing Certificate”) setting forth: (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Acquiror Share Redemption; (ii) the estimated amount of Acquiror Transaction Expenses, which shall include the respective amounts and wire transfer instructions for the payment thereof; (iii) the estimated amount of Gross Proceeds and Net Proceeds, and the estimated amount of proceeds from any Non-TLGY Pre-Closing Financing; (iv) the aggregate number of Acquiror Public Shares that Redeeming Shareholders have duly elected to be subject to the Acquiror Share Redemption; (v) the number of Acquiror Public Shares that will be issued and outstanding after giving effect to the Acquiror Share Redemption; (vi) reasonable relevant supporting documentation used by Acquiror in calculating such amounts; and (vii) a certificate of the Chief Financial Officer of Acquiror certifying that the estimates set forth in the Financing Certificate have been prepared in good faith in accordance with this Agreement and the other Ancillary Agreements. The Company and its Representatives shall have a reasonable opportunity to review and to discuss with Acquiror and its Representatives the documentation provided pursuant to this Section 3.08(a) and any relevant books and records. Acquiror and its Representatives shall reasonably assist the Company and its Representatives in their review of the documentation and shall consider in good faith the Company’s comments to the Financing Certificate, and if any adjustments are so made to the Financing Certificate prior to the Closing, such adjusted Financing Certificate shall thereafter become the Financing Certificate for all purposes of this Agreement. The Financing Certificate and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. The Company shall be entitled to rely in all respects on the Financing Certificate.
(b) The Company shall deliver to Acquiror, no later than five Business Days prior to the First Closing Date, a schedule (the “Company Closing Payments Schedule”) reflecting (i) the calculation of the Closing Merger Consideration and the allocation of the Closing Merger Consideration among the Company Stockholders, (ii) the estimated amount of Company Transaction Expenses as of the Closing, ...
Financing Certificate. 8.21 FTC .................................................................. 8.4(b) Healthcare Applications ................................... 8.4(a) Healthcare Programs ........................................ 5.15(b) Heart Institute Contracts .................................. 5.25 Hospital ............................................................ Recitals Indemnification Claim ..................................... 11.4(a) JCAHO............................................................. 5.15(b) Lender .............................................................. 8.21 Losses ............................................................... 11.2(a) Material Contracts ............................................ 5.11(a) Medicaid Agreement ........................................ 8.18(b) Medical Records Custody Agreement ............. 2.9 Medicare Agreement ........................................ 8.18(a) Multiemployer Plan.......................................... 5.12(b) Multiple Employer Plan ................................... 5.12(b) N-PCL .............................................................. 5.3(a) Nonassignable Assets....................................... 2.6(b) Objection .......................................................... 3.6(c) Objection Period............................................... 3.6(c) Other Businesses .............................................. Recitals Owned Properties ............................................. 5.8(a) Personal Property Leases ................................. 5.9