Disposition Certificate definition

Disposition Certificate means a certificate, substantially in the form of the one attached hereto as Schedule “M”, signed by one (1) Responsible Officer of the Cdn Borrower, setting forth, inter alia, the calculations required to establish compliance with the Ratios on a Pro Forma Basis as at the end of then most recently completed fiscal quarter immediately preceding the occurrence of the Asset Disposition to which such certificate relates;
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Examples of Disposition Certificate in a sentence

  • The Borrower has no subsidiaries other than as shown on Schedule 5.03(e), in each case, as such schedule shall be updated pursuant to Section 2.05(e) or by an Authorized Officer of the Borrower in each Permitted Fund Disposition Certificate.

  • No Disposition Certificate is required to be submitted in connection with removal of the Stock Legend at the Termination Date.

  • The person or persons entitled to receive unlegended Common Shares or Warrant Shares issuable pursuant to a Disposition Certificate under this Section 2.2 shall be treated for all purposes as the record holder of such unlegended shares at the close of business on the date of the Disposition Certificate submitted with respect thereto.

  • The Borrower has no subsidiaries other than as shown on Schedule 5.03(e), as such schedule shall be updated pursuant to Section 2.05(b), or by an Authorized Officer of the Borrower in each Permitted Fund Disposition Certificate.

  • In order to effect issuance of a certificate without the Stock Legend a Holder shall: (a) fax (or hand deliver) a copy of the fully executed Disposition Certificate to the Company (unless the Termination Date has occurred) and (b) surrender the certificates representing the Common Shares or Warrant Shares to be delegended and the original Disposition Certificate (if applicable) as soon as practicable thereafter.

  • On the earlier to occur of (a) receipt by the Company of a duly executed Disposition Certificate, or (b) the Termination Date so required by Section 2.2 the Company shall, subject to applicable laws affecting the transfer of securities, permit the transfer, and, promptly instruct its transfer agent to issue within the time period specified in Section 2.2 one or more certificates without the Stock Legend in such name and in such denomination as specified by such Purchaser.

  • If there is a dispute as to Purchaser's calculation of the number of Common Shares and Warrant Shares properly subject to a Disposition Certificate, the Company shall proceed with the issuance of the number of unlegended Common Shares not in dispute.

  • If the accounting firm determines that any of the disputed Common Shares or Warrant Shares were not appropriately subject to a Disposition Certificate under Section 1.2 ("Non-Disposable Shares"), the Company shall be relieved of its obligation to pay damages accruing pursuant to Section 2.3 during the dispute solely with respect to such Non-Disposable Shares.

  • Should Cadence fail to provide ▇▇▇▇▇▇ with the Deficiency Notice within the applicable [***] ([***])-day period, then the Product shall be deemed to have been accepted by Cadence on the [***] day after Cadence’s receipt of the final, ▇▇▇▇▇▇-approved Batch Disposition Certificate or discovery of the deficiency, as applicable.

  • Effective immediately prior to the receipt by the Administrative Agent of the Disposition Certificate, the Administrative Agent and the Lenders consent to (a) the Proposed Disposition, notwithstanding the restrictions in Section 7.07(c) of the Credit Agreement, and (b) the release of Liens and security interests on the Sellers' assets as required to effect the Proposed Disposition.