UCC Filing Authorization Letter means a letter duly executed by each Loan Party authorizing the Collateral Agent to file appropriate financing statements on Form UCC-1 without the signature of such Loan Party in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Mortgage.
Disclosure Certificate means this Continuing Disclosure Certificate.
GIB means General Instructions to Bidders
Tax Certificate means the Tax Certificate and Agreement, dated the Closing Date, executed and delivered by the Governmental Lender and the Borrower.
KEBS wherever appearing means the Kenya Bureau of Standards or its successor(s) and assign(s) where the context so admits.
Roentgen means the special unit of exposure. One roentgen (R) equals 2.58 × 10-4 coulombs/kilogram of air (see “Exposure” and 38.4(4)).
Continuing Disclosure Certificate means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.
Tax Exemption Certificate means the Tax Exemption Certificate approved under the terms of this Resolution and to be executed by the Treasurer and delivered at the time of issuance and delivery of the Notes.
Company Intervening Event means any event, change, occurrence or development that is unknown and not reasonably foreseeable to the Company Board as of the date of this Agreement, or if known or reasonably foreseeable to the Company Board as of the date of this Agreement, the material consequences of which were not known or reasonably foreseeable to the Company Board as of the date of this Agreement; provided, that the receipt, existence or terms of a Company Alternative Proposal shall not be deemed to be a Company Intervening Event hereunder.
Non-Bank Tax Certificate shall have the meaning provided in Section 5.4(e)(ii)(B)(3).
Tax Clearance Certificate means a tax clearance certificate issued by the South African Revenue Services (SARS) confirming that the natural or juristic person is a registered tax payer.
Fairness Opinion has the meaning set forth in Section 4.22.
Central Automatic Message Accounting (CAMA) Trunk means a trunk that uses Multi-Frequency (MF) signaling to transmit calls from CLEC’s switch to an AT&T-21STATE E911 Selective Router.
Protected Customers means any Person to whom the Company has sold its products or services or solicited to sell its products or services during the twelve (12) months prior to the Determination Date.
Full Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.
FIRPTA Certificate an affidavit from the Annual Conference pursuant to Section 1445(b)(2) of the Code in the form attached hereto as Exhibit D, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code
CBO means a community-based organization;
Delaware Certificate is defined in Section 2.1.
KPMG means KPMG LLP.
Letter of Transmittal and Election Form means the letter of transmittal and election form for use by Shareholders and BPO Convertible Preferred Shareholders with respect to the Arrangement;
Automated Message Accounting (AMA) means the structure that is inherent in switch technology that initially records Telecommunication message information. AMA format is contained in the Automated Message Accounting document published by iconectiv (formerly known as Telcordia) as GR-1100-CORE, which defines and amends the industry standard for message recording.
U.S. Tax Certificate has the meaning assigned to such term in Section 2.17(f)(ii)(D)(2).
Transfer Agent Instruction Letter means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue Underlying Shares pursuant to the Transaction Documents, in the form of Exhibit B attached hereto.
U.S. TIN means a U.S. federal taxpayer identifying number.
Irrevocable trust means a trust over which no person holds a power of revocation. A power holder's lack of capacity to exercise a power of revocation negates the power of revocation unless an agent of the power holder under a durable power of attorney, a conservator of the power holder, or a plenary guardian of the power holder is serving and the agent, conservator, or guardian is authorized to exercise the power of revocation.
Non-Bank Certificate has the meaning specified in Section 3.01(b).