Holding Certificate definition

Holding Certificate means the definitive certificate stating the number of Units registered in the name of the Unit Holder and acknowledging ownership of the Unit Holder of an undivided share in the open-end Scheme issued pursuant to the provisions of the Trust Deed.
Sample 1Sample 2Sample 3
Holding Certificate means the certificate of incorporation of Holding in the form filed as an exhibit to the Form 10, as last amended, under the Exchange Act.
Sample 1
Holding Certificate means the certificate of incorporation of Holding in the form filed as an exhibit to the Form 10, as last amended, under the Exchange Act. "Holding Common Stock" is defined in the recitals to this Agreement. "Holding Group" shall mean Holding, Analytical, Investment, Japan, JEFCO, JIL, Licensing, Pacific, Switzerland and W&D and their successors and permitted assigns. "Holding Liabilities" means (i) all Liabilities of Holding under this Agreement, any Intercompany Agreement or any Ancillary Agreement, (ii) except as otherwise expressly provided in this Agreement, any Intercompany Agreement or any Ancillary Agreement, all Liabilities, other than ITGI Group Liabilities, (x) of JEFG, to the extent those Liabilities arise out of or relate to any event, occurrence, act, omission or state of affairs that occurred or existed prior to the Effective Time, (y) of any member of the Holding Group or the Holding Business, whether arising before, on or after the Effective Time or (z) arising out of the ownership or use of the Holding Assets, whether arising before, on or after the Effective Time, (iii) all Liabilities arising under or in connection with the Form 10 unless and except to the extent that such claims are based upon the ITGI Provided Information, (iv) subject to the provisions of Section 12.01 of this Agreement, all Liabilities comprising the JEFG Debt Obligation, (v) all Liabilities arising with respect to claims based upon the Holding Provided Information included or incorporated by reference into the Form S-4 and (vi) Liabilities of JEFG under options or other rights to purchase or acquire any JEFG Common Stock, to the extent such options or rights, prior to the Effective Time, are not exercised for JEFG Common Stock, canceled or exchanged for options to purchase shares of Holding Common Stock. "Holding Provided Information" means information included or incorporated by reference into the Form S-4, Form 10, or Joint Proxy/Information Statement that relates exclusively to JEFG (excluding ITGI and its subsidiaries) prior to the Effective Time, the consolidated financial statements and financial and statistical data of JEFG (excluding the financial statements and statistical and financial data of ITGI and its subsidiaries), any member of the Holding Group, the Holding Business, the Ancillary Agreements, the Transfers, the Distribution or the Holding provided information concerning the Merger as set forth in Schedule A attached hereto and made a part hereof. ...
Sample 1

Examples of Holding Certificate in a sentence

  • Each of the Trust and the Holding Trust has the power and authority, pursuant to the Trust Agreement or the Holding Trust Agreement, as applicable, and the Act, to execute, deliver and perform its obligations under the trust documents, to issue the Notes, the Certificates and the Holding Certificate, as applicable, and to grant the related trust estate to the Trustee or the Holding Trustee, as applicable, as security for the Notes or the Certificates, as applicable.

  • The direction by the Seller, on behalf of the Trust, to the Holding Trustee to execute, authenticate, issue and deliver the Holding Certificate will be duly authorized by the Seller and, assuming the Holding Trustee has been duly authorized to do so, when executed, authenticated, issued and delivered by the Holding Trustee in accordance with the Holding Trust Agreement, the Holding Certificate will be validly issued and outstanding and will be entitled to the benefits of the Holding Trust Agreement.

  • When the Holding Certificate is duly executed by the Holding Trust and duly authenticated by the Holding Trustee in accordance with the Holding Trust Agreement, the Holding Certificate will be validly issued and entitled to the benefits of the Holding Trust Agreement.

  • The Holding Certificate has been duly authorized by all requisite action and, when duly and validly executed by the Holding Trustee in accordance with the Holding Trust Agreement, will be entitled to the benefits of the Holding Trust Agreement and enforceable in accordance with their terms.

  • Class A New Common Stock shall have a par value of $.01 per share and such rights with respect to dividends, liquidation, voting and other matters as are provided for by applicable nonbankruptcy law or in the JCC Holding Certificate of Incorporation and JCC Holding Bylaws.

  • Class B New Common Stock shall have a par value of $.01 per share and such rights with respect to dividends, liquidation, voting and other matters as are provided for by applicable nonbankruptcy law or in the JCC Holding Certificate of Incorporation and JCC Holding Bylaws.

  • JCC Holding Certificate of Incorporation means the Restated Certificate of Incorporation of JCC Holding, containing, among other things, the applicable corporate governance provisions in the Bondholder Term Sheet, and in the form to be filed with the Bankruptcy Court as a Plan Document pursuant to Section 6.2(t) of the Plan.

  • On or as soon as reasonably practicable after the Effective Date, Reorganized Mpower Holding shall file the Amended Mpower Holding Certificate of Incorporation with the Secretary of the State of Delaware in accordance with sections 102 and 103 of the Delaware General Corporation Law.

  • Organizational Documents means the JCC Holding Bylaws, the JCC Holding Certificate of Incorporation, the JCC Intermediary Organizational Documents (if JCC Intermediary is formed), the JCC Organizational Documents, and the articles of organization, initial reports and other documents required under the laws of the State of Louisiana to form CP Development, FP Development and JCC Development as limited liability companies.

  • The Mpower Holding 2010 Noteholder Designees and the Mpower Holding 2010 Preferred Stockholder Designee, if any, will serve for a term of two years (the "Initial Term") and the Amended and Restated Mpower Holding Certificate of Incorporation shall provide that such designees cannot be removed without "cause" during their Initial Term.

Related to Holding Certificate

  • Corresponding Certificate With respect to each REMIC II Regular Interest (other than REMIC II Regular Interests AA, ZZ and IO), the Certificate with the corresponding designation. With respect to each REMIC III Regular Interest (other than the Class C Interest and the Class IO Interest), the related Certificate representing an ownership therein.

  • practising certificate means a document issued by the Relevant Professional Body entitling you to provide legal services;

  • Outstanding Certificate Any Outstanding Exchangeable Certificate and Outstanding Exchangeable REMIC Certificate.

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

  • Withholding Certificate means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and certifications as required under § 1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in § 1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Internal Revenue Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person. Each Lender, assignee or participant required to deliver to the Borrower and the Agent a Withholding Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate as follows: (A) each Lender which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any interest or fees are payable by the Borrower hereunder for the account of such Lender; (B) each assignee or participant shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless the Agent in its sole discretion shall permit such assignee or participant to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by the Agent). Each Lender, assignee or participant which so delivers a valid Withholding Certificate further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent. Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of or exemption from U.S. withholding tax, the Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the Regulations. Further, the Agent is indemnified under § 1.1461-1(e) of the Regulations against any claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Internal Revenue Code.

  • Corresponding Certificates As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest or Component.

  • Pricing Certificate means an Officer’s Certificate of Company certifying the Consolidated Leverage Ratio as at the last day of any Fiscal Quarter and setting forth the calculation of such Consolidated Leverage Ratio in reasonable detail.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Borrowing Certificate means a Borrowing Certificate substantially in the form of Exhibit A.

  • Certificate means this entire Certificate of Approval document, issued in accordance with Section 53 of the Ontario Water Resources Act, and includes any schedules;

  • Income Certification means a Tenant Income Certification and a Tenant Income Certification Questionnaire in the form attached as Exhibit B hereto or in such other comparable form as may be provided by the Issuer to the Owner, or as otherwise approved by the Issuer.

  • Vesting Certificate shall have the meaning specified in Section 16.5;

  • Incumbency Certificate has the meaning specified in Section 3(b) hereof.

  • 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.

  • Applicable Certificate Has the meaning specified in Section 1.01 of this Trust Supplement.

  • 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.

  • Single Certificate With respect to any Class of Certificates (other than the Class P Certificates and the Residual Certificates), a hypothetical Certificate of such Class evidencing a Percentage Interest for such Class corresponding to an initial Certificate Principal Balance or Notional Amount of $1,000. With respect to the Class P Certificates and the Residual Certificates, a hypothetical Certificate of such Class evidencing a 20% Percentage Interest in such Class.

  • Delay Certificates As specified in the Preliminary Statement.

  • Private Certificate As specified in the Preliminary Statement.

  • Fixed Rate Certificate A Certificate that provides for a payment of interest at a Fixed Pass-Through Rate.

  • Class B-5 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-5 and Exhibit C hereto. Class B-5 Certificateholder: The registered holder of a Class B-5 Certificate.