Consideration Certificate definition

Consideration Certificate has the meaning set forth in Section 1.2.
Sample 1
Consideration Certificate shall have the meaning set forth in Section 5.3(b).
Sample 1
Consideration Certificate means a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, attaching the final Projected Closing Balance Sheet and certifying as of such date: (i) the aggregate amount of the Company Transaction Expenses (including an itemized list of each expense and the Person to whom such amount is owed as of the Effective Time); (ii) the aggregate amount of the Employee Transaction Related Expenses, if any, (iii) the aggregate amount of Company Indebtedness (other than the Employee Obligations and unpaid tax obligations) that is unpaid and outstanding as of the Closing as reflected on the Projected Closing Balance Sheet; (iv) the aggregate amount of the Employee Obligations; and (v) the aggregate amount of the unpaid tax obligations.
Sample 1

Examples of Consideration Certificate in a sentence

  • Once a placement decision has been made, the HRSC will prepare a Priority Consideration Certificate and forward it and relevant information provided by the losing activity’s HRO on the employee’s accommodation needs to the gaining activity’s HRO.

  • The Securityholders’ Agent shall be entitled to: (i) rely upon the Merger Consideration Certificate, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Effective Time Holder or other party.

  • In calculating the consideration payable under this Section 1.5, Parent shall be entitled to rely on the representations and warranties contained in Section 2.3, the Company Closing Certificate and the Merger Consideration Certificate.

  • The higher is the participa- tion rate the lower is the change rate, dLF/LF , and thus, the change in the rate of unemployment.

  • At the Effective Time, Parent shall, on behalf of the Company, pay to such account or accounts as the Company specifies to Parent pursuant to the Merger Consideration Certificate the aggregate amount of the unpaid Company Transaction Expenses.

  • The Merger Consideration Certificate will contain a complete and accurate list of all Indebtedness of the Acquired Companies as of the Closing Date, identifying the creditor including name and address of such creditor, the type of instrument under which the Indebtedness is owed and the amount of the Indebtedness as of the Effective Time.

  • Respondents must submit the Proposed Consideration Certificate attached hereto as Exhibit C-3.

  • Completing all candidate evaluation forms, including a No Political Consideration Certificate (NPCC) at the conclusion of the interview.

  • Once a placement decision has been made, the HRSC will prepare a Priority Consideration Certificate and forward it and relevant information provided by the losing activity’s HRO on the employee’s accommodation needs to the gaining activity’s HRO ( ATTACHMENT 18).

  • The Consideration Certificate shall be was prepared and determined from the Books and Records of Company.


More Definitions of Consideration Certificate

Consideration Certificate means a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, attaching the final Spreadsheet and final Projected Closing Balance Sheet and certifying as of such date: (i) the aggregate amount of the Merger Expenses (including an itemized list of each Merger Expense that is unpaid and outstanding as of the Closing and the Person to whom such amount is owed as of the Effective Time); (ii) the aggregate amount of the Employee Transaction Related Expenses, if any, (iii) the aggregate amount of Company Indebtedness (other than the Employee Obligations and Unpaid Tax Obligations) that is unpaid and outstanding as of the Closing as reflected on the Projected Closing Balance Sheet; (iv) the Estimated Closing Net Working Capital; (v) the aggregate amount of cash and cash equivalents held by the Company as of Closing, (vi) the aggregate amount of the Employee Obligations; and (vii) the aggregate amount of the Unpaid Tax Obligations.
Sample 1
Consideration Certificate means a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date and provided to Purchaser prior to the Closing, attaching the final Spreadsheet and final Projected Closing Balance Sheet and certifying as of such date: (i) that the Spreadsheet has been prepared in accordance with the terms of this Agreement and the information set forth in the Spreadsheet is complete and correct in all respects; (ii) that the Projected Closing Balance Sheet has been prepared in accordance with the terms of this Agreement; (iii) the aggregate amount of the Merger Expenses (including an itemized list of each such Merger Expense and the Person to whom such amount is owed); (iv) the aggregate amount of the Employee Transaction Related Expenses that will be unpaid as of the Closing, if any; (v) the aggregate amount of Company Indebtedness (other than the Employee Obligations) that will be unpaid and outstanding as of the Closing as reflected on the Projected Closing Balance Sheet; (vi) the Projected Closing Working Capital; (vii) the aggregate amount of the Employee Obligations; (viii) based on the foregoing, the amount of the Projected Closing Merger Consideration; (ix) that the aggregate Merger Consideration set forth therein was calculated in accordance with the terms hereof and the Charter Documents and (x) that the treatment of the Company Options is consistent with the terms hereof, the Company Stock Plan and the Charter Documents. The Consideration Certificate will include the wire transfer instructions for each Person to whom Purchaser is making a payment on behalf of the Company and the Company Securityholders in respect of Company Indebtedness, Employee Transaction Related Expenses or Merger Expenses at the Closing.
Sample 1
Consideration Certificate means the exhibit prepared and delivered by the Company to Purchaser at Closing that sets forth, for each holder of Company Capital Stock and each holder of Company Options, such person’s allocation of the Aggregate Purchase Price and such person’s allocation of the Indemnification Escrow Fund.
Sample 1
Consideration Certificate means a certificate executed by the Chief Executive Officer of AirPatrol, dated as of the Closing Date, attaching the final Closing Spreadsheet and final Projected Closing Balance Sheet and certifying as of such date: (i) Working Capital as of the Closing as reflected on the Projected Closing Balance Sheet, (ii) the aggregate amount of AirPatrol Indebtedness (other than Unpaid Tax Obligations) that is unpaid and outstanding as of the Closing as reflected on the Projected Closing Balance Sheet, (iii) the aggregate amount of the AirPatrol Merger Expenses (including an itemized list of each merger expense and the Person to whom such amount is owed as of the Effective Time of Merger I); (iv) the aggregate amount of the Employee Transaction Related Expenses, (v) the aggregate amount of the Employee Obligations, itemized by employee; (vi) the outstanding unpaid principal and accrued interest under the secured and unsecured bridge promissory notes of AirPatrol identified on Schedule 1.7.1, which includes the Secured Note, as of the date of Closing (after giving effect to the conversion pursuant to any conversion notices by the holders of such promissory notes), and (vii) the total amount payable to Persistent Systems, Inc. as of the date of Closing. In addition, the Consideration Certificate shall include a statement of the aggregate amount of the Unpaid Tax Obligations of AirPatrol as of the date of Closing.
Sample 1

Related to Consideration Certificate

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

  • 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.

  • Exemption Certificate is defined in clause (e) of Section 4.6.

  • Completion Certificate means the certificate to be issued by the Engineer-In- Charge when the work/s has been completed to his satisfaction as per terms of the contract.

  • Option Certificate means the certificate, substantially in the form set out as Schedule “A” hereto, evidencing an Option;

  • Satisfaction Certificate means the certificate materially in the form of the document contained in Call Off Schedule 5 (Testing) granted by the Customer when the Supplier has Achieved a Milestone or a Test;

  • Information Certificate means the Information Certificate of Borrower constituting Exhibit A hereto containing material information with respect to Borrower, its business and assets provided by or on behalf of Borrower to Lender in connection with the preparation of this Agreement and the other Financing Agreements and the financing arrangements provided for herein.

  • Occupation Certificate means any occupation certificate as referred to in s 6.4 of the Act in respect of the Development Consent;

  • Participation Certificate means the original participation certificate, if any, that was executed and delivered in connection with a Participation Interest.

  • Tax Certificate means the Federal Tax Certificate executed and delivered by the City on the Date of Original Issue of any Bond issued as a Tax-Exempt Bond, as the same may be amended or supplemented in accordance with its provisions.

  • 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.

  • Final Completion Certificate has the meaning set forth in Section 11.6.

  • Substantial Completion Certificate means the certificate issued and approved by the Authority indicating the date upon which the Trade Contractor Work (or a designated portion thereof) is Substantially Complete.

  • registration certificate means the certificate of registration or other documents in lieu thereof establishing that the Goods supplied under the Contract are registered for use in the Purchaser’s country in accordance with the applicable law.

  • Solvency Certificate means a Solvency Certificate of the chief financial officer of Holdings substantially in the form of Exhibit G-2.

  • Perfection Certificate means a certificate in the form of Exhibit H hereto or any other form reasonably approved by the Collateral Agent, as the same shall be supplemented from time to time.

  • Construction Completion Certificate means a document:

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

  • Collateral Information Certificate the Collateral Information Certificate to be executed and delivered by the Borrower pursuant to Section 5.1, substantially in the form of Exhibit J.

  • Occupancy Certificate means the occupancy certificate, or such other certificate by whatever name called, issued by the competent authority permitting occupation of any building, as provided under local laws, which has provision for civic infrastructure such as water, sanitation and electricity;

  • 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 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.

  • Tax Matters Person Certificate The Class A-R Certificate with a Denomination of $0.01.

  • 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.

  • Non-Bank Tax Certificate shall have the meaning provided in Section 5.4(e)(ii)(B)(3).

  • Excess Distribution Certificate means the certificate, substantially in the form of Exhibit A to the Trust Agreement, evidencing the right to receive payments thereon as set forth in Sections 2.8(j) and 2.9(f) of the Administration Agreement.