OWNERSHIP CERTIFICATE. The Ownership Certificate does not represent an obligation of, or an interest in, the Depositor, the Seller, the Indenture Trustee, the Owner Trustee, the Securities Administrator, the Securities Administrator or any Affiliates of any of them and no recourse may be had against any such parties or their assets, except as expressly set forth or contemplated herein or in the Agreement or the other Operative Agreements. In addition, this Ownership Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Collateral, all as more specifically set forth herein. A copy of the Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Agreement permits the amendment thereof as specified below, provided that any amendment be accompanied by an Opinion of Counsel to the effect that such amendment complies with the provisions of the Agreement and would not cause the Trust to be subject to an entity level tax. If the purpose of the amendment is to correct any mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be necessary to obtain the consent of any Noteholder or the Indenture Trustee. If the purpose of the amendment is to add or eliminate or change any provision of the Agreement, other than as specified in the preceding sentence, the amendment shall require the consent of the Holder and the consent of Noteholders evidencing more than 662/3% of the Outstanding Balance of the Notes and the Indenture Trustee; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Securities and the Indenture Trustee. As provided in the Agreement and sub...
OWNERSHIP CERTIFICATE. (a) The Investors agree to deliver to the Parent a written certificate signed by a senior officer of each Investor (the "Ownership Certificate"), certifying the Ownership of the Investors, as at the date of such certificate, such Ownership Certificate to be delivered to the Parent as reasonably requested from time to time.
(b) The Investors shall promptly notify the Parent in writing if the Ownership of the Investors is less than 50% and if the As-Exchanged Ownership of the Investors is less than 5%.
OWNERSHIP CERTIFICATE. This Ownership Certificate, dated as of December , 2011 is being delivered pursuant to Section 3 of the Lock-Up Agreement (the “Agreement”), dated as of December , 2011, by and among the Locked-Up Holders1 signatory thereto. The undersigned, on behalf of itself and its affiliates, certifies, represents and warrants that, as of the date hereof, it has acquired or transferred and is the beneficial owner of Preferred Shares and Common Shares of Emmis as follows.
OWNERSHIP CERTIFICATE. This Ownership Certificate, dated as of , 2010 is being delivered pursuant to Section 3 of the Lock-Up Agreement (the “Agreement”), dated as of July 9, 2010, by and among the Locked-Up Holders1 signatory thereto. The undersigned, on behalf of itself and its affiliates, certifies, represents and warrants that, as of the date hereof, it has acquired or transferred and is the beneficial owner of Preferred Shares and Common Shares of Emmis as follows. The undersigned, on behalf of itself and its affiliates, further certifies, represents and warrants that, as of the date hereof, it does not beneficially own any other securities of Emmis other than as set forth herein, and that it is not a party to any swaps or other derivative transactions relating to Preferred Shares or Common Shares of Emmis, except as disclosed on Schedule 1 hereto. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 1 Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement.
OWNERSHIP CERTIFICATE. An equity certificate representing a 100% undivided beneficial ownership interest in the Trust, substantially in the form attached as part of Exhibit A to the Trust Agreement.
OWNERSHIP CERTIFICATE. 4.1. Party A acknowledges that after the target building has been delivered to Party B and the handover procedures in respect thereof have been completed pursuant to Article 3, and after Party B has paid up the full price for purchase of the building in the amount adjusted pursuant to Article 2.2 hereof, Party A shall have the obligation to complete the procedures for the Building Ownership Certificate within 2 years after Party B has provided all relevant materials that should be provided by it and paid up all relevant taxes and fees.
4.2. Both Parties agree to bear any taxes and expenses incurred arising from the handling of the building ownership certificate according to relevant regulations of the State.
4.3. Given that the building is located within the Technical Park of Zhongguancun Electronics Zone, Party B shall not transfer the building in principle according to the relevant regulations; in case of a transfer, Party A shall have a pre-emptive buyback right under the equivalent conditions, unless in cases where such regulations are invalidated at the time of transfer.
OWNERSHIP CERTIFICATE. The Investors agree to deliver to Real a written certificate signed by an officer of the Investors (the “Ownership Certificate”), certifying as to the number of Common Shares and the number of Preferred Units beneficially owned or controlled by the Investors and their Affiliates and any other Persons acting jointly or in concert with the Investors, as at the date of such certificate, such Ownership Certificate to be delivered to Real as reasonably requested from time to time (which shall occur no more frequently than once per fiscal quarter), together with any supporting documentation reasonably requested by Real.
OWNERSHIP CERTIFICATE. An equity certificate representing a 100% undivided beneficial interest in the Trust in substantially the form annexed hereto as Exhibit A. Owner Trustee: Wilmington Trust Company, a Delaware banking corporation, and any successor in interest, not in its individual capacity, but solely as owner trustee under the Trust Agreement.
OWNERSHIP CERTIFICATE. The undersigned, Randxxx Xxxxxxx, xxmediately prior to the closing of the Agreement and Plan of Reorganization by and among EDnet, Inc., EDN Sub, Inc., and Internet Worldwide Business Solutions (the Agreement and Plan of Reorganization) hereby certifies that:
1. He owns, of record and beneficially, 25,000 shares of Common Stock of Internet Worldwide Business Solutions (the "Company") free and clear of all liens, encumbrances, pledges, claims, options, changes and assessments of any nature whatsoever, with full right and lawful authority to transfer such shares pursuant to the terms of the Agreement and Plan of Reorganization. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of such shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written with respect to such shares.
2. The only other outstanding securities of the Company are 25,000 shares of Common Stock held by Randxxx Xxxxxxx.
3. He is acquiring the Merger Consideration (as defined in the Agreement and Plan of Reorganization) for his own account, for investment purposes only, and not with a view to the sale or distribution of any part thereof, and he has no present intention of selling, granting participation in or otherwise distributing the same. Seller understands the specific risks related to the Merger Consideration, especially as it relates to the financial performance of EDnet, Inc.
OWNERSHIP CERTIFICATE. This Ownership Certificate, dated as of , 2010 is being delivered pursuant to Section 3 of the Lock-Up Agreement (the “Agreement”), dated as of July 9, 2010, by and among the Locked-Up Holders1 signatory thereto. The undersigned, on behalf of itself and its affiliates, certifies, represents and warrants that, as of the date hereof, it has acquired or transferred and is the beneficial owner of Preferred Shares and Common Shares of Emmis as follows. Preferred Shares Class A Common Stock Class B Common Stock Class C Common Stock Previously Owned Acquired Transferred Current Ownership The undersigned, on behalf of itself and its affiliates, further certifies, represents and warrants that, as of the date hereof, it does not beneficially own any other securities of Emmis other than as set forth herein, and that it is not a party to any swaps or other derivative transactions relating to Preferred Shares or Common Shares of Emmis, except as disclosed on Schedule 1 hereto. * * * * * 1 Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement.
