Shareholder Certificate definition

Shareholder Certificate has the meaning ascribed to it in Section 5.1(c).
Sample 1Sample 2Sample 3
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.
Sample 1Sample 2Sample 3
Shareholder Certificate as defined in Section 2.2(a)(i).
Sample 1

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.

  • 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.

  • 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 address of the undersigned set out on the signature page of the Shareholder Certificate is the true and correct address of the Purchaser and can be relied on by the Parent and the Agent for purposes of State blue sky laws.

  • Any Lost Certificate Affidavit properly executed and delivered in accordance with this Section 2.05(f) shall, unless the context otherwise requires, be treated as a Shareholder Certificate for all purposes of this Agreement.

  • Notwithstanding anything herein to the contrary, the existence of this Section 10 and of the rights and restrictions set forth herein do not limit any other potential remedies of Parent with respect to any knowing and intentional or fraudulent actual Breaches of the representations and warranties or covenants of the Company contained in this Agreement or of any Company Shareholder contained in a Shareholder Certificate.

  • 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 has the meaning set forth in Section 1.4(g).
Sample 1
Shareholder Certificate means the Shareholder Certificate attached hereto as Schedule “B”;
Sample 1
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.
Sample 1
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.
Sample 1
Shareholder Certificate has the meaning set forth in Section 5.23.
Sample 1
Shareholder Certificate has the meaning set forth in Section 2.10.
Sample 1

Related to Shareholder Certificate

  • 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 5.3 is satisfied in all respects.

  • 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.

  • Upper-Tier Certificate Any one of the Class A Certificates (other than the Class A-LR Certificate) and the Class B Certificates.

  • Transfer Certificate means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

  • Investor Certificate means any one of the certificates (including, without limitation, the Bearer Certificates, the Registered Certificates or the Global Certificates) executed by the Transferor and authenticated by the Trustee substantially in the form (or forms in the case of a Series with multiple classes) of the investor certificate attached to the related Supplement.

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

  • 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.

  • Class A-R Certificate The Certificate executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-R and Exhibit C hereto.

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

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

  • Private Certificate As specified in the Preliminary Statement.

  • 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.

  • Class S 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-22 hereto and evidencing an undivided beneficial interest in the Class S Specific Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount.

  • Class A-S 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-8 hereto.

  • Class L Certificate means any of the Certificates with a "Class L" 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 B-1 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-1 and Exhibit C hereto. Class B-1 Certificateholder: The registered holder of a Class B-1 Certificate.

  • Class A-V Certificate Any one of the Certificates designated as a Class A-V Certificate, including any Subclass thereof.

  • Vote Limit Certificate means a certificate in substantially the form attached hereto as Exhibit B which is delivered to the Company in accordance with Article 8.

  • 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.

  • Class B Certificate Any one of the Certificates designated as a Class B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate.

  • Transferor Certificate As defined in Section 5.02(b).

  • 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.

  • Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.

  • Class R Certificate The Class R Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A and evidencing the ownership of the Class LT-R Interest and the residual interest in the Upper Tier REMIC.