Capital Structure Certificate definition

Capital Structure Certificate means a certificate executed by an officer of the Company setting forth (i) the amount of Aggregate Merger Consideration to be paid at Closing determined on the basis of the estimated amounts provided pursuant to Section 3.2; (ii) the ownership by class of Common Shares, Preferred Shares and Company Options that are outstanding immediately prior to the Effective Time; and (iii) with respect each Preferred Stockholder, (A) the name and address of such holder, (B) the number of shares of Preferred Stock held by such Preferred Stockholder and the respective certificate numbers, (C) the portion of the Aggregate Merger Consideration such Preferred Stockholder is entitled to receive pursuant Section 3.1(c)(i) without taking into account any adjustments made pursuant to Section 3.3 or releases made pursuant to Section 3.8 or Section 3.9 (on a certificate-by-certificate basis and in the aggregate), and (D) if applicable, the Pro Rata Portion of such Preferred Stockholder.
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Capital Structure Certificate means a certificate executed by the Chief Executive Officer, President or any Executive Vice President of the Company setting forth the pro rata ownership of (i) the number of Shares, Options and Warrants outstanding immediately prior to the Effective Time, and (ii) the number of shares of Common Stock (on a fully-diluted basis) outstanding immediately prior to the Effective Time.
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Capital Structure Certificate means a certificate executed by an officer of the Company setting forth the ownership of the number of Shares and Options that are outstanding immediately prior to the Effective Time, and the other information described in Section 6.12.
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Examples of Capital Structure Certificate in a sentence

  • The Company shall have delivered to Buyer each of the Net Funded Indebtedness Annex, the Change of Control Annex, the Aggregate Gross-up Amount Annex, the Aggregate Dividend Annex, the Redemption Amount Annex and the Capital Structure Certificate in accordance with Section 2.4 and a certificate in accordance with Section 6.12(b).

  • Each of the Net Funded Indebtedness Annex, the Change of Control Annex, the Aggregate Gross-up Amount Annex, the Aggregate Dividend Annex, the Redemption Amount Annex and the Capital Structure Certificate shall be prepared by the Company in form and substance reasonably satisfactory to Buyer and Stockholders’ Representative, and each shall be delivered to Buyer at least three Business Days prior to the Closing Date.

  • The Company shall have delivered to Buyer each of the Closing Indebtedness Annex, the Transaction Expenses Annex, and the Capital Structure Certificate.

  • Any portion of the Stockholders’ Expense Amount remaining after such date shall be paid by the Stockholders’ Representative to, the Paying Agent for payment thereof by the Paying Agent pro rata to the Preferred Stockholders, as set forth in written instructions provided by the Stockholders’ Representative and in accordance with the Capital Structure Certificate, Change of Control Bonus Annex and less any applicable withholding taxes and without interest.

  • Each of the Closing Indebtedness Annex, the Transaction Expenses Annex, Change of Control Bonus Annex and the Capital Structure Certificate shall be prepared by the Company in form and substance reasonably satisfactory to Buyer and the Stockholders’ Representative, and each shall be delivered to Buyer at least two (2) Business Days prior to the Closing Date.

  • Each of the Closing Indebtedness Annex, the Debt Repayment Expenses Annex, the Transaction Expenses Annex and the Capital Structure Certificate shall be prepared by the Company in form and substance reasonably satisfactory to Buyer, and each shall be delivered to Buyer at least three (3) Business Days prior to the Closing Date.

  • The Company shall have delivered to Buyer each of the Closing Indebtedness Annex, the Transaction Expenses Annex, Change of Control Bonus Annex and the Capital Structure Certificate.

  • In calculating the consideration payable under this Section 3.1(d), Buyer shall be entitled to rely on the representations and warranties contained in Section 4.3 and the Capital Structure Certificate.

Related to Capital Structure Certificate

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in all respects.

  • Residential structure means a premises used or intended to be used for a residence purpose and related facilities appurtenant to the premises, used or intended to be used, as an adjunct of residential occupancy.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Soil structure means the arrangement of primary soil particles into compound particles, peds, or clusters that are separated by natural planes of weakness from adjoining aggregates.

  • 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 Compliance Certificate as defined in Section 5.9.2(b)(iii).

  • Disclosure Certificate means this Continuing Disclosure Certificate.

  • Seller Certificate means a certificate of transfer delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form of Exhibit B.

  • 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.

  • U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).

  • Water control structure means a structure within, or adjacent to, a water, which intentionally or coincidentally alters the hydraulic capacity, the flood elevation resulting from the two-, 10-, or 100-year storm, flood hazard area limit, and/or floodway limit of the water. Examples of a water control structure may include a bridge, culvert, dam, embankment, ford (if above grade), retaining wall, and weir.

  • Allocation Certificate shall have the meaning set forth in Section 5.20.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • 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.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Pricing Certificate means an Officer’s Certificate of Company certifying the Consolidated Leverage Ratio as at the last day of any Fiscal Quarter and setting forth the calculation of such Consolidated Leverage Ratio in reasonable detail.

  • Taking-Over Certificate means the certificate to be issued by the Client to the Contractor, in accordance with the Contract.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Company Certificate means the Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof.