Shareholder Certificate definition

Shareholder Certificate has the meaning ascribed to it in Section 5.1(c).

Shareholder Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Company Shareholder) of Section 7.2 is satisfied in all respects.

Shareholder Certificate has the meaning set forth in Section 2.10.

Examples of Shareholder Certificate in a sentence

• Each of the Company Shareholders shall ----------------------- have executed and delivered to Parent a Shareholder Certificate in the form attached hereto as Exhibit E.

• Each Principal ------------------------------------------------ Shareholder, severally and not jointly, hereby makes all of the representations and warranties set forth in Section 1 of the Shareholder Certificate attached hereto as Exhibit G as if such representations and warranties were set forth in --------- full herein.

• Each of the Company Shareholders shall ----------------------- have executed and delivered to Parent a Shareholder Certificate in the form attached hereto as Exhibit G.

• Each Principal Shareholder agrees to abide ------------------------- by the covenants set forth in the market standoff agreement in Section 2 of the Shareholder Certificate attached hereto as Exhibit G as if such covenants were --------- set forth in full herein.

• The Company shall use its reasonable best efforts to secure, prior to the Closing, from each shareholder of the Company, an executed Shareholder Certificate.

• Each Principal Shareholder agrees to ------------------------------- abide by the terms of the Parent's right of first refusal set forth in Section 4 of the Shareholder Certificate attached hereto as Exhibit G as if such right of --------- first refusal were set forth in full herein.

• Nevada Secretary of State AM Merger 2003 Revised on: 10/03/05 EXHIBIT B to Merger Agreement and Plan of Reorganization Shareholder Certificate SHAREHOLDER CERTIFICATE This certificate confirms information necessary to issue shares of Common Stock of Celsius Holdings, Inc.

• Capitalized terms not specifically defined in this Shareholder Certificate have the meaning ascribed to them in the Merger Agreement, a copy of which was provided to the undersigned.

• Shareholder Certificate Numbers of Old Shares Disposition PLANS AFFECTED BY THIS EXCHANGE Plan Name Plan Administrator Disposition Exhibit D WIRE INSTRUCTIONS PLEASE WIRE ALL FUNDS RELATED TO THIS TRANSACTION USING THE FOLLOWING INSTRUCTIONS: Bank Name: Account Name: Account Number: ABA Routing Number: Ref: IF YOU HAVE ANY QUESTIONS, OR NEED ADDITIONAL INFORMATION PLEASE CALL ME.

• In the event of a conflict between the terms of this Shareholder Certificate and such Merger Agreement, the terms of this Shareholder Certificate shall prevail.

More Definitions of Shareholder Certificate

Shareholder Certificate means the Shareholder Certificate attached hereto as Schedule “B”;

Shareholder Certificate has the meaning set forth in Section 5.23.

Shareholder Certificate as defined in Section 2.2(a)(i).

Shareholder Certificate means a certificate, signed by Xx. Xxxxx ----------------------- (to his knowledge after due inquiry) stating that, other than as otherwise set forth in the Shareholder Certificate, no person has directly or indirectly transferred or agreed to transfer any securities, membership interests or other equity interests with respect to the Company or to Holdings in violation of the provisions of Section 8.2 and (A) the Gores Family Entities collectively beneficially own not less than 70% of the membership or equity interests in Holdings, free and clear of any liens or encumbrances other than those permitted by this Agreement, and (B) the Gores Family Entities, together with the Employees and Consultants, collectively beneficially own not less than 100% of the membership or equity interests in Holdings, free and clear of any liens or encumbrances other than those permitted by this Agreement.

Shareholder Certificate means the certificate of each Company Shareholder containing representations and warranties to the Parent regarding their investment qualifications and other matters relevant to determining whether the issuance of shares of Parent Common Stock in consideration of the Merger is exempt from the registration requirements of the Securities Act and applicable state securities laws.