Holding Certificate definition

Holding Certificate means the definitive certificate stating the number of Units registered in the name of the Unit Holder and acknowledging ownership of the Unit Holder of an undivided share in the open-end Scheme issued pursuant to the provisions of the Trust Deed.
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Holding Certificate means a non-negotiable, non-transferable certificate issued by Impala to the Customer upon or in respect of the receipt of the Goods;
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Holding Certificate means the certificate of incorporation of Holding in the form filed as an exhibit to the Form 10, as last amended, under the Exchange Act. "Holding Common Stock" is defined in the recitals to this Agreement. "Holding Group" shall mean Holding, Analytical, Investment, Japan, JEFCO, JIL, Licensing, Pacific, Switzerland and W&D and their successors and permitted assigns. "Holding Liabilities" means (i) all Liabilities of Holding under this Agreement, any Intercompany Agreement or any Ancillary Agreement, (ii) except as otherwise expressly provided in this Agreement, any Intercompany Agreement or any Ancillary Agreement, all Liabilities, other than ITGI Group Liabilities, (x) of JEFG, to the extent those Liabilities arise out of or relate to any event, occurrence, act, omission or state of affairs that occurred or existed prior to the Effective Time, (y) of any member of the Holding Group or the Holding Business, whether arising before, on or after the Effective Time or (z) arising out of the ownership or use of the Holding Assets, whether arising before, on or after the Effective Time, (iii) all Liabilities arising under or in connection with the Form 10 unless and except to the extent that such claims are based upon the ITGI Provided Information, (iv) subject to the provisions of Section 12.01 of this Agreement, all Liabilities comprising the JEFG Debt Obligation, (v) all Liabilities arising with respect to claims based upon the Holding Provided Information included or incorporated by reference into the Form S-4 and (vi) Liabilities of JEFG under options or other rights to purchase or acquire any JEFG Common Stock, to the extent such options or rights, prior to the Effective Time, are not exercised for JEFG Common Stock, canceled or exchanged for options to purchase shares of Holding Common Stock. "Holding Provided Information" means information included or incorporated by reference into the Form S-4, Form 10, or Joint Proxy/Information Statement that relates exclusively to JEFG (excluding ITGI and its subsidiaries) prior to the Effective Time, the consolidated financial statements and financial and statistical data of JEFG (excluding the financial statements and statistical and financial data of ITGI and its subsidiaries), any member of the Holding Group, the Holding Business, the Ancillary Agreements, the Transfers, the Distribution or the Holding provided information concerning the Merger as set forth in Schedule A attached hereto and made a part hereof. ...
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Examples of Holding Certificate in a sentence

  • The Holding Certificate has been duly authorized by all requisite action and, when duly and validly executed by the Holding Trustee in accordance with the Holding Trust Agreement, will be entitled to the benefits of the Holding Trust Agreement and enforceable in accordance with their terms.

  • The Holding Certificate has been duly authorized by all requisite action and, when duly and validly executed by the Holding Trustee in accordance with the Holding Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Holding Trust Agreement.

  • Notwithstanding the foregoing, neither SBC nor the Exchange Agent shall be liable to any holder of a Holding Certificate for Merger Consideration (or dividends or distributions with respect thereto) or cash from the Exchange Fund in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

  • The Holding Certificate will be issued pursuant to an Amended and Restated Trust Agreement dated on or about [___], 20[_] (the “Holding Trust Agreement”), between the Trust, as seller, and the Owner Trustee, as holding trustee (the “Holding Trustee”).

  • Upon surrender to the Exchange Agent of a letter of transmittal duly executed and, if not previously submitted with the Election Form, a Holding Certificate, the holder shall be entitled to receive in exchange therefor his or her portion of the Merger Consideration deliverable in respect of the shares of Holding Common Stock represented by such holder's Holding Certificate, and such Holding Certificate shall forthwith be cancelled.

  • Remark 2: If the Bank Guarantee is not transmitted for whatsoever reason; the 100% payment shall be effected after receiving full set of original Shipping Documents (Cash) / the Original Warehouse Holding Certificate of the Aluminium Sows, to be exchanged with full set of original Shipping Documents (SWAP) of CPC shipment.

  • Upon receipt of notice from any of its shareholders that a Holding Certificate has been lost or destroyed, and prior to issuing a new certificate, Holding shall require such shareholder to post a bond in such amount as is sufficient to support the shareholder's agreement to indemnify Holding against any claim made by the owner of such Holding Certificate, unless Whitney agrees to the waiver of such bond requirement.

  • Until surrendered in accordance with the provisions of this Section 2.02, each Holding Certificate (other than Holding Certificates representing Appraisal Shares) shall represent for all purposes the right to receive the corresponding portion of the Merger Consideration without any interest thereon.

  • In particular, but without limitation, the terms of this Agreement shall continue to apply to (i) any instructions received by Impala (and Services pursuant to those instructions) prior to termination or expiry and (ii) any Goods that are subject to a Warehouse Receipt or Holding Certificate.

  • For all payments that are due to the Seller under this contract, the beneficiary name shall always be the Seller, Mineras de DynaResource SA de CV, or its Assignees; The "Provisional Documents" are: the Provisional Invoice (as defined below); Holding Certificate issued by a warehouse acceptable to Buyer and/or ▇▇▇▇▇'s bankers and endorsed by Independent Representative; Final Weight & Moisture certificate to be issued by an independent, internationally recognized surveyor; Provisional Assay certificate.


More Definitions of Holding Certificate

Holding Certificate means the certificate of incorporation of Holding in the form filed as an exhibit to the Form 10, as last amended, under the Exchange Act.
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Related to Holding Certificate

  • Corresponding Certificate With respect to:

  • practising certificate means a document issued by the Relevant Professional Body entitling you to provide legal services;

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

  • Voting Certificate means, in relation to any Meeting, a certificate in the English language issued by a Paying Agent and dated in which it is stated:

  • Withholding Certificate means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and certifications as required under § 1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in § 1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Internal Revenue Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person. Each Lender, assignee or participant required to deliver to the Borrower and the Agent a Withholding Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate as follows: (A) each Lender which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any interest or fees are payable by the Borrower hereunder for the account of such Lender; (B) each assignee or participant shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless the Agent in its sole discretion shall permit such assignee or participant to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by the Agent). Each Lender, assignee or participant which so delivers a valid Withholding Certificate further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent. Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of or exemption from U.S. withholding tax, the Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the Regulations. Further, the Agent is indemnified under § 1.1461-1(e) of the Regulations against any claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Internal Revenue Code.