Capitalization Certificate definition

Capitalization Certificate has the meaning set forth in Section 3.3(e).
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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.
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Capitalization Certificate has the meaning set forth in Section 6.2(c).
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Examples of Capitalization Certificate in a sentence

  • 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.

  • The Capitalization Certificate, duly executed by an officer of iGambit.

  • 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 shall be deemed to be a representation and warranty of the Company hereunder.

  • The Capitalization Certificate, duly executed by an officer of Parent.

  • It is plaintiff's own case that six months extension was not any big advantage to the plaintiff.

  • We saw evidence of inefficient interaction mechanisms that resulted in the user having to switch windows or modes frequently, primarily because the output of each sensor seemed to be provided in a different window.

  • Name: Title: EXHIBIT F Form of Equity Capitalization Certificate All of the Class A membership interests of Holdings shall be held by the Tax Equity Investors.

  • The information contained in the Capitalization Certificate will be true and correct as of immediately prior to the consummation of the transactions contemplated by the Stock Purchase Agreement and the Contribution Agreement.

  • Section 2.9(a) Updated Capitalization Certificate...........................................


More Definitions of Capitalization Certificate

Capitalization Certificate means the Capitalization Certificate delivered by the Company pursuant to the Merger Agreement.
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Capitalization Certificate has the meaning set forth in clause 2.2(e).
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Capitalization Certificate has the meaning ascribed to such term in Section 8.3(d)(ii) hereof.
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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.
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Related to Capitalization Certificate

  • Allocation Certificate shall have the meaning set forth in Section 5.20.

  • Information Certificate means the Information Certificate of Borrower constituting Exhibit A hereto containing material information with respect to Borrower, its business and assets provided by or on behalf of Borrower to Lender in connection with the preparation of this Agreement and the other Financing Agreements and the financing arrangements provided for herein.

  • Option Certificate means the certificate, substantially in the form set out as Schedule “A” hereto, evidencing an Option;

  • Completion Certificate means the certificate to be issued by the Engineer-In- Charge when the work/s has been completed to his satisfaction as per terms of the contract.

  • Capitalization grant means the federal grant made to this state by the United States environmental protection agency for either of the following purposes:

  • registration certificate means the certificate of registration or other documents in lieu thereof establishing that the Goods supplied under the Contract are registered for use in the Purchaser’s country in accordance with the applicable law.

  • Occupation Certificate means any occupation certificate as referred to in s 6.4 of the Act in respect of the Development Consent;

  • Perfection Certificate means a certificate in the form of Exhibit H hereto or any other form reasonably approved by the Collateral Agent, as the same shall be supplemented from time to time.

  • Participation Certificate means the original participation certificate, if any, that was executed and delivered in connection with a Participation Interest.

  • Tax Exemption Certificate means the Tax Exemption Certificate approved under the terms of this Resolution and to be executed by the Treasurer and delivered at the time of issuance and delivery of the Notes.

  • Perfection Certificates is defined in Section 5.1.

  • Satisfaction Certificate means the certificate materially in the form of the document contained in Call Off Schedule 5 (Testing) granted by the Customer when the Supplier has Achieved a Milestone or a Test;

  • Exemption Certificate is defined in clause (e) of Section 4.6.

  • Capitalization fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

  • Perfection Certificate Supplement means a certificate supplement in the form of Exhibit L-2 or any other form approved by the Collateral Agent.

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

  • Substantial Completion Certificate means the certificate issued and approved by the Authority indicating the date upon which the Trade Contractor Work (or a designated portion thereof) is Substantially Complete.

  • Final Completion Certificate has the meaning set forth in Section 11.6.

  • Collateral Information Certificate the Collateral Information Certificate to be executed and delivered by the Borrower pursuant to Section 5.1, substantially in the form of Exhibit J.

  • Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.

  • Ownership Certificate An equity certificate representing a 100% undivided beneficial ownership interest in the Trust, substantially in the form attached as part of Exhibit A to the Trust Agreement.

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Capitalization Date has the meaning set forth in Section 3.2(a).

  • Pledge Certificate means a Pledge Certificate in the form attached to this Appendix "C" as Schedule 1 executed by a duly authorized officer of the applicable Fund and delivered by such Fund to the Custodian by facsimile transmission or in such other manner as the applicable Fund and the Custodian may agree in writing.

  • Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).

  • Final Balance Sheet has the meaning set forth in Section 3.3(b).