Lost Certificate definition

Lost Certificate has the meaning set forth in Section 3.1(f).
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Lost Certificate shall have the meaning given in Section 2.01. "Lynton Companies" shall mean Lynton Group, Jet Centre and Lynton Properties. "Lynton Group" shall have the meaning given to that term in the Preamble. "Lynton Properties" shall have the meaning given to that term in the Preamble. "Millennium America" shall have the meaning given to that term in the Preamble. "Notes" shall have the meaning given to that term in the Credit Agreement. "New Leasehold Mortgage Agreement" shall have the meaning given to that term in Section 4.03. "Obligations" shall (i) the "Obligations" as such term is defined in the Credit Agreement and (ii) to the extent not otherwise included in clause (i), the $500,000 loan made by HM Holdings to Lynton Group in October 1994, together with interest thereon, which loan is included in "the balance outstanding under revolving credit facility with HM Holdings" in Note 6 to Lynton Group's financial statements for the fiscal year ended September 30, 1995. "Person" shall mean an individual, corporation, partnership, trust, unincorporated association, joint venture, joint-stock company, Governmental Authority or any other entity. "Preferred Shares" shall have the meaning given to that term in Recital C. "Receipt and Release" shall have the meaning given to that term in Section 4.01. "Release of Liens" shall have the meaning given to that term in Section 2.01(c). "Solvent" means, with respect to any Person at any time, that at such time (a) the sum of the debts and liabilities (including, without limitation, contingent liabilities) of such Person is not greater than all of the assets of such Person at a fair valuation, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person has not incurred, will not incur, does not intend to incur, and does not believe that it will incur, debts or liabilities (including, without limitation, contingent liabilities) beyond such person's ability to pay as such debts and liabilities mature, (d) such Person is not engaged in, and is not about to engage in, a business or a transaction for which such person's property constitutes or would constitute unreasonably small capital, and (e) such Person is not otherwise insolvent as defined in, or otherwise in a condition which could in any circumstances then or subsequently render any transfer, conveyance, obligatio...
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Examples of Lost Certificate in a sentence

  • Any Lost Certificate Affidavit properly delivered in accordance with this Section 1.11(d) shall be treated as a Company Certificate for all purposes of this Agreement.

  • Any Lost Certificate Affidavit properly delivered in accordance with this Section 1.10(d) shall be treated as a Company Certificate for all purposes of this Agreement.

  • Any Lost Certificate Affidavit properly executed and delivered in accordance with this Section 2.5(f) shall, unless the context otherwise requires, be treated as a Stockholder Certificate for all purposes of this Agreement.

  • Within 10 days of the date of receipt of the Contract for Sale, Seller must (i) execute and return to FNC the Contract for Sale; and send to SIRE the Membership Unit Certificate(s) (or a satisfactory Lost Certificate Affidavit, available on SIRE’s website).

  • The delivery of Company Certificates in respect of the Merger Consideration shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent (or a Lost Certificate Affidavit) for use in such exchange.

  • Following execution of the Joinder Agreement, the Company shall transfer all Company Shares, Company Certificates (or Lost Certificate Affidavits, if applicable) and applicable share power or transfer forms received from Seller hereunder to Pubco to hold in escrow pending the Closing.

  • Purchaser shall have received copies of each Seller Company Certificates and other instruments or documents representing the Purchased Shares (or Lost Certificate Affidavits), if applicable, together with executed instruments of transfer in respect of the Purchased Shares in favor of Pubco (or its nominee) and in form reasonably acceptable for transfer on the books of the Company.

  • Any Lost Certificate Affidavit properly delivered in accordance with this Section 1.11(b) shall be treated as a Company Certificate for all purposes of this Agreement.

  • No Stockholder shall be entitled to any portion of the Merger Consideration pursuant to Section 2.8 or any Other Seller Payment until such holder delivers a duly executed Letter of Transmittal and surrenders such holder’s Stock Certificate or Stock Certificates or delivers a Lost Certificate Affidavit as provided in this Section 3.2.

  • Each such API Investor who returned both an executed Consent Form and his API Certificates (or, in lieu thereof, executes the Lost Certificate Affidavit) in connection with the Exchange was deemed a Record Holder and issued one (1) Unit for each limited partner interest in the Operating Partnership contributed to the Partnership pursuant to this Section 4.03, as described in the Registration Statement.

Related to Lost Certificate

  • Gift certificate means a merchandise certificate conspicuously designated as a gift certificate, and purchased by a buyer for use by a person other than the buyer.

  • Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment].

  • Trust Certificate means a certificate evidencing the beneficial interest of a Person in the trust established by the Trust Agreement and substantially in the form attached as Exhibit A to such Trust Agreement.

  • Physical Certificate As specified in the Preliminary Statement.

  • Final Payment Certificate means the payment certificate issued under Sub-Clause 14.13 [Issue of Final Payment Certificate].