Exchange Certificates Means the pass through certificates substantially in the form of Exhibit A hereto issued in exchange for the Initial Certificates pursuant to the Registration Rights Agreement and authenticated hereunder.
Certificate of Conversion means the Certificate of Conversion to Limited Liability Company of the Corporation to the Company as filed in the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.
Class A-SB Certificate Any one of the Certificates with a “Class A-SB” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
Retained Certificates The Certificates initially retained by the Depositor pursuant to the Trust Agreement.
Non-U.S. Beneficial Ownership Certification As defined in Section 5.03(f) of this Agreement.
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Public Global Certificates A Global Certificate relating to a Class of Public Certificates.
Company Certificate means a certificate of the Company signed by an Officer.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Exchangeable Certificates The Class A-S, Class B, Class C and Class PEX Certificates.
Restricted Certificate Any Class P, Class X or Class R Certificate.
Regulation S Global Certificates As defined in Section 5.02(c)(i) of this Agreement.
Restated Certificate means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.
Certificate of Beneficial Ownership means, for each Borrower, a certificate in form and substance acceptable to Agent (as amended or modified by Agent from time to time in its sole discretion), certifying, among other things, the Beneficial Owner of such Borrower.
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
Certificates of Merger has the meaning set forth in Section 2.2.
Regulation S Global Certificate With respect to any Class of Book-Entry Non-Registered Certificates offered and sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S, a single global Certificate, or multiple global Certificates collectively, in definitive, fully registered form without interest coupon, each of which Certificates bears a Regulation S Legend.
Class SB Certificate Any one of the Certificates designated as a Class SB Certificate. Class X Certificate: Any one of the Certificates designated as a Class X Certificate.
Share Exchange Agreement has the meaning specified in the Recitals.
Beneficial Ownership Certification means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
Class N Certificate means any of the Certificates with a "Class N" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.
Class A-8 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-8 and Exhibit C hereto.
Public Certificates The Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B and Class C Certificates.
Class A-PO Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-PO and Exhibit C hereto.
Company Stock Certificate has the meaning set forth in Section 1.7.
Plan of Conversion has the meaning given such term in Section 14.1.