EBITDA Certificate definition

EBITDA Certificate means the certificate dated the date of the Final Prospectus (or the date any Prospectus Amendment to the Final Prospectus) and signed on behalf of Postmedia by the Chief Financial Officer of Postmedia in form and content satisfactory to the Standby Purchaser, acting reasonably, addressed to the Standby Purchaser certifying for and on behalf of Postmedia the Current EBITDA;
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EBITDA Certificate has the meaning ascribed to it in Section 10.1(d).
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EBITDA Certificate shall have the meaning set forth in Section 2.9(a).
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Examples of EBITDA Certificate in a sentence

  • With respect to any EBITDA Certificate, if the Holder does not deliver an EBITDA Objection Notice within the applicable EBITDA Review Period, such EBITDA Certificate shall be final and binding.

  • Upon receipt by the Holder of any EBITDA Certificate, the Holder may, within five (5) Business Days after the date of receiving such EBITDA Certificate (the "EBITDA Review Period"), deliver to the Corporation an objection notice setting forth the Holder's objections to the EBIDTA calculations set forth in such EBITDA Certificate together with a summary of the reasons for such objections (each such notice delivered by the Holder, an "EBITDA Objection Notice").

  • Each EBITDA Certificate shall set forth (x) EBITDA of the Corporation for the relevant EBITDA Target Period and (y) the calculation of such EBITDA amount in reasonable detail.

  • The Corporation shall make available to the Holder and, if applicable, the Accounting Firm, such books, records and other information (including work papers) as any of the foregoing may reasonably request to prepare or review any EBITDA Certificate or any matters submitted to the Accounting Firm.

  • The EBITDA Certificate in question, after giving effect to any EBITDA Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding.

  • Failure by any party to make any objection or suggest any such changes within the Objection Period will be deemed to constitute acceptance of the Draft EBITDA Certificate.

  • Within 15 days after the issuance of the Corporation's audited financial statements, PWC shall send a draft of the EBITDA Certificate (the "DRAFT EBITDA CERTIFICATE") to the Investors and the Corporation, each of whom shall have 30 days thereafter (the "OBJECTION PERIOD") to make any objection thereto or suggest any changes in order to conform the calculation therein to the terms of this Certificate of Designation.

  • Prior to the filing the Final Prospectus, Postmedia will deliver to the Standby Purchaser the EBITDA Certificate.

  • The Corporation will use its best efforts to cause PWC to issue the EBITDA Certificate (the "FINAL EBITDA CERTIFICATE") as promptly as practicable, but in any event no later than 30 days following the expiration of the Objection Period, and the Final EBITDA Certificate shall be binding on all parties, including without limitation the Corporation and the Investors and their successors and assigns.

  • The Series F Preferred Stock shall be convertible into the number of shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) in effect at the time of conversion, or if the holders of Series F Preferred Stock convert prior to the issuance of the Final EBITDA Certificate (as hereinafter defined), the Special Conversion Price, into the Investment Value of each share of Series F Preferred Stock being converted as of the Conversion Date (as hereinafter defined).


More Definitions of EBITDA Certificate

EBITDA Certificate means the EBITDA Certificate delivered by the Company pursuant to the Merger Agreement.
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EBITDA Certificate as defined in Section 2.7(b).
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EBITDA Certificate means a certificate substantially in the form of Exhibit H.
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EBITDA Certificate means a certificate of the chief financial officer of Celebrity to be delivered in connection with the end of each fiscal quarter of Celebrity, and setting forth Celebrity's EBITDA as of the last day of such fiscal quarter of Celebrity, together with such supporting documentation and calculations as Foothill may reasonably request with respect to such EBITDA.
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EBITDA Certificate means the draft 2004 EBITDA certificate determined in accordance with Parts II and III of Schedule 9;
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Related to EBITDA Certificate

  • Corresponding Certificate With respect to each REMIC II Regular Interest (other than REMIC II Regular Interests AA, ZZ and IO), the Certificate with the corresponding designation. With respect to each REMIC III Regular Interest (other than the Class C Interest and the Class IO Interest), the related Certificate representing an ownership therein.

  • Group 2 Certificate Any Class A-2 Certificate.

  • Class A-2A Certificate Any Certificate designated as a "Class A-2A Certificate" on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

  • Quarterly Certificate has the meaning provided in Section 2.1(a)(i) of this Commercial Shared-Loss Agreement.

  • Performance Certificate means the certificate issued under Sub-Clause 11.9 [Performance Certificate].

  • Class A-1A Certificate means any one of the Certificates with a "Class A-1A" 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.

  • Group 1 Certificate Any Class A-1 or Class A-R Certificate.

  • Certificate Factor With respect to any Class of Regular Certificates as of any Distribution Date, a fraction, expressed as a decimal carried to six places, the numerator of which is the aggregate Certificate Principal Balance (or the Notional Amount, in the case of the Class CE Certificates) of such Class of Certificates on such Distribution Date (after giving effect to any distributions of principal and allocations of Realized Losses in reduction of the Certificate Principal Balance (or the Notional Amount, in the case of the Class CE Certificates) of such Class of Certificates to be made on such Distribution Date), and the denominator of which is the initial aggregate Certificate Principal Balance (or the Notional Amount, in the case of the Class CE Certificates) of such Class of Certificates as of the Closing Date.

  • Final Acceptance Certificate “– shall mean ISR's issuance of a signed Final Acceptance Certificate in the form attached hereto as Appendix D.

  • Outstanding Certificate Any Outstanding Exchangeable Certificate and Outstanding Exchangeable REMIC Certificate.

  • Class B-5 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 B-5 and Exhibit C hereto. Class B-5 Certificateholder: The registered holder of a Class B-5 Certificate.

  • Principal Balance Certificate Any of the Class A-1, Class A-2, Class A-3, Class A-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class PEX Certificates.

  • Class X-A Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-6 hereto.

  • Class B-2 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 B-2 and Exhibit C hereto. Class B-2 Certificateholder: The registered holder of a Class B-2 Certificate.

  • Class B-6 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 B-6 and Exhibit C hereto. Class B-6 Certificateholder: The registered holder of a Class B-6 Certificate.

  • Borrowing Certificate means a Borrowing Certificate substantially in the form of Exhibit A.

  • Pro Forma Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.

  • Class B-4 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 B-4 and Exhibit C hereto. Class B-4 Certificateholder: The registered holder of a Class B-4 Certificate.

  • Pricing Certificate means a certificate in the form of Exhibit C, properly completed and signed by a Senior Officer or his or her designated representative of Borrower.

  • Class J Certificate means any one of the Certificates with a "Class J" 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.

  • Acceptance Certificate (11/18) means a written instrument by which the City notifies Contractor that a Deliverable has been Accepted or Accepted with exceptions, and Acceptance Criteria have been met or waived, in whole or in part.

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.

  • Compliance Certificate means a certificate substantially in the form of Exhibit D.

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

  • Class A-6 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-6 and Exhibit C hereto.