Holdings Certificate Sample Clauses

Holdings Certificate. The Administrative Agent shall have received a certificate of Holdings representing and warranting that (x) it has not engaged in any business, other than the ownership of the Capital Stock of HubCo and businesses incidental thereto to the extent permitted by the Original Credit Agreement and the predecessor agreement thereto, and (y) immediately prior to the consummation of the Corporate Restructuring, to the best of its knowledge after due inquiry, the only material liabilities it has are nonconsensual liabilities arising from the activities of HubCo and its Subsidiaries or from Holdings’ ownership of the Capital Stock of Hubco, in either case that could not reasonably be expected to have a Material Adverse Effect (or to the extent that any other liabilities are identified, they shall be satisfied and extinguished to the reasonable satisfaction of the Administrative Agent or shall otherwise be reasonably acceptable to the Administrative Agent).
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Holdings Certificate. The Administrative Agent shall have received a certificate signed by an Authorized Officer of Holdings, dated the Initial Funding Date, certifying that (i) the representations and warranties of Holdings set forth in the Pledge Agreement are true and correct in all material respects on and as of such date as if made on and as of such date (or, if stated to have been made solely as of any earlier date, were true and correct in all material respects as of such earlier date) and (ii) Holdings is in compliance with all of its agreements contained in the Pledge Agreement.
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Holdings Certificate. Effective upon the Holdings Merger, the Restated Certificate of Incorporation of Holdings amending and restating the Certificate of Incorporation of Holdings shall be filed with and become effective in the State of Delaware.
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Holdings Certificate. The certificate of the President of Holdings certifying to the fulfillment of all conditions precedent to closing and funding the secured financing transaction contemplated by this Agreement and to the truth and accuracy, in all material respects, as of such date, of the representations and warranties of the Loan Parties contained in this Agreement and each other Related Agreement to which any Loan Party is a party or by which it is bound;
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Related to Holdings Certificate

  • Non-Book Entry Certificate to Global Certificate If a holder of a Non-Book Entry Certificate that is a Private Certificate (other than any Risk Retention Certificate during the RR Interest Transfer Restriction Period, a Class S Certificate or a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is entitled to take delivery thereof in the form of an interest in a Global Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit I to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit J to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit K to this Agreement (in the event that the applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, and shall, if applicable, direct the Certificate Administrator to execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the institution specified in such instructions a beneficial interest in the applicable Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.

  • CUSTODIAN’S CERTIFICATE State Street Bank and Trust Company, as custodian for the Acquired Fund (the “Custodian”), shall deliver at the Closing a certificate of an authorized officer stating that: (a) the Acquired Fund’s portfolio securities, cash, and any other assets have been delivered in proper form to the Acquiring Fund on the Closing Date; and (b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Acquired Fund.

  • Prepayment Certificate Concurrently with any prepayment of the Loans pursuant to Sections 2.14(a) through 2.14(e), Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may be. In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

  • Annual Certificate The Custodian shall have received the initial or annual certificate, as the case may be, required by Article 13 hereof; 6)

  • CFO Certificate On the Closing Date and/or the Option Closing Date, the Representative shall have received a written certificate executed by the Chief Financial Officer of the Company, dated as of such date, on behalf of the Company, with respect to certain financial data contained in the Registration Statement, Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Underwriters.

  • Non-Book-Entry Certificate Any Certificate other than a Book-Entry Certificate.

  • Stock Certificate Please issue a certificate or certificates representing the shares in the name of: ¨ The undersigned ¨ Other—Name: Address:

  • Warrant Shares Certificate A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder within ten (10) Business Days after receipt of the Exercise Form and receipt of payment of the purchase price. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant.

  • Default Certificate If a Default or Event of Default occurs, then the Company will, within thirty (30) days after its first occurrence, deliver an Officer’s Certificate to the Trustee describing the same and what action the Company is taking or proposes to take with respect thereto.

  • Beneficial Ownership Certificate As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

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