Capitalization Certificate definition

Capitalization Certificate has the meaning set forth in Section 3.3(e).

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Capitalization Certificate has the meaning ascribed to such term in Section 8.3(d)(ii) hereof.

Capitalization Certificate has the meaning set forth in Section 6.2(c).

Examples of Capitalization Certificate in a sentence

The Closing Capitalization Certificate referred to in Section 4.8 is accurate and complete.
Parent shall have received from the principal executive officer of the Company the Updated Capitalization Certificate.
The Capitalization Certificate, duly executed by an officer of Parent.
The Company shall have delivered to the Purchasers a Capitalization Certificate, executed by the President and the Chief Operating Officer of the Company, dated the date of Closing, certifying as to the number, form and ownership of all outstanding equity securities of the Company (including, without limitation, options, warrants and other securities convertible or exercisable into equity securities).
The Capitalization Certificate, duly executed by an officer of iGambit.
Parent shall be entitled to rely entirely on the information contained in the Capitalization Certificate and any transmittal materials delivered hereunder for purposes of satisfying Parent’s obligation to deliver the Closing Payment Amount.
At least one (1) day prior to the Closing Date, Company will deliver the Closing Capitalization Certificate to Acquirer.
As of a date which is two (2) calendar days prior to the Effective Date, the Company shall provide Parent and its counsel with a statement certified by the principal executive officer of the Company and Principals setting forth any changes which would have been required to be set forth on SCHEDULE 2.03 or SCHEDULE 2.29 as if such had been made and certification that there are no outstanding options or other rights to any equity interest in the Company (the "Updated Capitalization Certificate").
As of a date which is two days prior to the Closing ---------------- Date, the Company shall provide Parent and its counsel with a statement certified by the Chief Executive Officer of the Company setting forth any changes which would have been required to be set forth on Schedules 3.2(a) and 3.2(b) as if such had been made and delivered as of the Closing Date (the "Updated Capitalization Certificate").
Each Company Stockholder listed in the Spreadsheet or the Company Capitalization Certificate holds good and valid title to the shares of Company Capital Stock listed in the Spreadsheet or in the Company Capitalization Certificate as being held by such Company Stockholder.

More Definitions of Capitalization Certificate

Capitalization Certificate means a certificate certified by the Company’s Chief Executive Officer and Chief Financial Officer that shows, (i) for each Effective Time Holder (A) the Holder’s, name and address as shown in the Company’s records, (B) the number, certificate number, class, series and date of acquisition of any Shares held by such Effective Time Holder, (C) for Unvested Company Shares, the vesting commencement date and vesting schedule for such Unvested Company Shares, (D) the number of Shares underlying Vested Options and the exercise prices of such Shares, (E) the number and class of Shares of Company Stock subject to Company Warrants and the exercise price thereof; (F) the amount of cash to be received by such Effective Time Holder at the Closing, (G) the amount of cash to be deposited into the Escrow Fund on behalf of such Effective Time Holder, and provided that Company may assume in determining any such required tax withholdings that such Effective Time Holder will timely provide adequate documentation to satisfy any applicable exemption from tax withholding, and (I) for each holder of Unvested Options, (A) the holder’s name and address, (B) the number of Shares underlying each Unvested Option and the exercise prices of such Shares, and (C) the grant dates, exercise prices and vesting commencement dates of each Unvested Option.

Capitalization Certificate means the Capitalization Certificate delivered by the Company pursuant to the Merger Agreement.

Capitalization Certificate has the meaning set forth in clause 2.2(e).

Capitalization Certificate means a written certification by each of the chief executive officer and chief financial officer of Company stipulating each record owner of Shares and designating the number of Shares owned by each record owner, including all Common Stock Equivalents and the calculation of the Entitlement Ratio, as of immediately prior to the Effective Time.