Disclosure Certificate definition

Disclosure Certificate means this Continuing Disclosure Certificate.

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Disclosure Certificate has the meaning set forth in Section 5.1(w) hereof.

Disclosure Certificate means a certificate disclosing detailed information about the Company Parties and the Collateral in form and substance satisfactory to the Purchasers on the Closing Date, together with any update on the Collateral or any other information in such certificate required to be given and given in accordance with any Transaction Document.

Examples of Disclosure Certificate in a sentence

• The issuance and sale of the Transaction Securities will not obligate the Company to issue shares of Common Stock or any other securities to any Person (other than to any Purchaser) and will not result in a right of any holder of securities issued by any Company Party to adjust the exercise, conversion, exchange or reset price under any Stock Equivalent, except as set forth in the Disclosure Certificate.

• All direct and indirect Subsidiaries of the Company are set forth in the Disclosure Certificate, which Disclosure Certificate is deemed a part hereof.

• Except as set forth in the Disclosure Certificate, no Person (other than as part of the Transaction Documents) has any right to cause any Company Party or any Subsidiary of any Company Party to effect the registration under the Securities Act of any Securities of any Company Party or any Subsidiary of any Company Party.

• Each Company Party and its Subsidiaries possess all Permits, each issued by the appropriate Governmental Authority, that are necessary to conduct their respective businesses as described in the Disclosure Certificate and which failure to possess could reasonably be expected to result in a Material Adverse Effect and no Company Party nor any Subsidiary thereof has received any notice of Proceedings relating to the revocation or modification of any such Permit.

• Except as set forth in the Disclosure Certificate on the date hereof, there are no stockholders’ agreements, voting agreements or other similar Contractual Obligations with respect to the Company’s Capital Stock or Stock Equivalents to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders or other equity investors.

More Definitions of Disclosure Certificate

Disclosure Certificate means a basic disclosure certificate from the Scottish Criminal Record Office (or any successor organisation) or such certificate as may replace the basic disclosure certificate;

Disclosure Certificate means a certificate that is substantially in the form set out in Appendix 3 and signed in accordance with the Practice Direction.

Disclosure Certificate means a Hazardous Materials Disclosure Certificate substantially in the format of Exhibit G.

Disclosure Certificate means the Continuing Disclosure Certificate attached to the

Disclosure Certificate means, in respect of each Obligor and each Specified Entity, a certificate of a senior officer of such Obligor or Specified Entity (as applicable), addressed to the Administrative Agent, in form satisfactory to the Majority Lenders, acting reasonably and pursuant to which certain factual matters relating to such Obligor or Specified Entity (as applicable), the Secured Assets of such Obligor, and the Mining Licenses, are certified true and correct, together with all schedules and exhibits attached thereto or referred to therein, as the same may be updated from time to time pursuant to Section 11.1(b).

Disclosure Certificate means a certificate substantially in the form of Exhibit B to this Agreement.

Disclosure Certificate or "disclosure statement" means: