NewCo and Company Certificate Sample Clauses

NewCo and Company Certificate. At least two (2) Business Days prior to the Closing Date (or later, if dMY’s certificate pursuant to Section 2.3(a) is not received at least three (3) Business Days prior to the Closing Date), NewCo and the Company shall jointly prepare and deliver to dMY a certificate, duly executed and certified by an executive officer of each of NewCo and the Company, setting forth the following (and attaching reasonable supporting details to enable a review thereof by dMY): (i) updated Example Pro Forma Calculations as of the Closing Date and based on the amount of estimated Available Distributable Cash, the Company Transaction Expenses Certificate and the Sponsor Transaction Expenses Certificate; and (ii) setting forth in reasonable detail with respect to each Pre-Closing Holder: (A) the number of NewCo Common Shares and Restricted Shares that such Pre-Closing Holder is entitled to receive immediately following Step 2 of Exhibit A; (B) the number of NewCo Common Shares and Restricted Shares that such Pre-Closing Holder is entitled to receive following the completion of the Pre-Closing Reorganization; (C) the portion of the Total Redemption Amounts payable, if any, to such Pre-Closing Holder with respect to the Redemption; (D) the aggregate cash payable, if any, to such Pre-Closing Holder with respect to the repayment of the Loan Note Repayment Amount, the Catch-Up Payment and the Excess Debt Obligations (and in each case, together with all related payments thereunder); (E) the Pro Rata Participation Percentage of such Pre-Closing Holder; and (F) the number of NewCo Common Shares and Restricted Shares held immediately post-Closing by such Pre-Closing Holder after all the steps in Section 2.2 hereof have been completed.
Sample 1
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Related to NewCo and Company Certificate

  • Company Certificate The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or Chief Financial Officer, certifying to the effect that the conditions set forth in Sections 7.03(a), 7.03(b) and 7.03(c) have been satisfied.

  • Company Certificates The Company shall have furnished to the Representative such certificates, in addition to those specifically mentioned herein, as the Representative may have reasonably requested as to the accuracy and completeness at the Closing Date and any Option Closing Date of any statement in the Registration Statement, the General Disclosure Package or the Prospectus, as to the accuracy at the Closing Date and any Option Closing Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Underwriters.

  • Exchange Agent Parent shall select a bank or trust company reasonably acceptable to Company to act as the exchange agent (the "EXCHANGE AGENT") in the Merger.

  • The Surviving Corporation Section 3.01.

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

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Certificate of Parent Company shall have received a certificate, validly executed on behalf of Parent by a Vice President for and on its behalf to the effect that, as of the Closing the conditions set forth in Section 5.3 hereof have been satisfied.

  • Effective Time Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

  • Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

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