Post-Transaction Certificate definition

Post-Transaction Certificate means a certificate in the form of Exhibit D.
Sample 1Sample 2Sample 3
Post-Transaction Certificate means a certificate in the form of Exhibit D. [NOTE TO DRAFT: THIS CERTIFICATE WILL INDICATE THE POST-TRANSACTION PRO FORMA EBITDA FOR THE RELEVANT DISPOSITION TRANSACTION AND WILL CERTIFY THAT THE POST-TRANSACTION PRO FORMA VALUATION EXCEEDS THE THRESHOLD AMOUNT]
Sample 1

Examples of Post-Transaction Certificate in a sentence

  • If the Share Exchange is consummated, PKS will file the Post-Transaction Certificate Amendment with the Secretary of State on the Exchange Date.

  • Article 6.a.(ii) of the Post-Transaction Certificate of Incorporation further provides that the outside independent directors committee will nominate or appoint for outside independent director positions, only candidates included on such a list and not rejected by TD or the representative of the Ricketts holders.

  • This Post-Transaction Certificate (this “Certificate”) is dated as of [•], and delivered by X.

  • See Articles 6.c. and 6.d. of the Post-Transaction Certificate of Incorporation.

  • However, because we are required to present the sub-proposals separately and because all of the revisions to Ameritrade’s existing certificate of incorporation that are reflected in the Post-Transaction Certificate of Incorporation are considered by Ameritrade and TD to be integral parts of the overall transaction, the approval of Proposal No. 2 and each of the Sub-Proposals 2A through 2F is a condition to completion of the acquisition of TD Waterhouse.

  • Article 6.a.(ii) of the Post-Transaction Certificate of Incorporation provides that, whenever this committee is authorized to nominate or appoint an outside independent director, the committee will prepare and provide to TD and a representative of the Ricketts holders (initially J.

  • Accordingly, Article 6.g.(ii) of the Post-Transaction Certificate of Incorporation provides that, prior to a Termination Event, the Ameritrade board of directors will maintain a committee of the board comprised solely of all of the members of the TD Ameritrade board other than directors designated by TD under the stockholders agreement.

  • In addition, the Post-Transaction Certificate of Incorporation makes conforming changes to the provisions of the Ameritrade certificate of incorporation providing for the division of the Ameritrade board into three classes.

  • Article 8.b. of the Post-Transaction Certificate of Incorporation expands upon an existing provision of the certificate of incorporation of Ameritrade to specifically allocate corporate opportunities between TD Ameritrade and TD until such time as TD no longer beneficially owns voting securities of Ameritrade representing at least 4.17% of the total voting power of all outstanding Ameritrade voting securities.

  • We refer to the amended and restated certificate of incorporation in this section as the “Post-Transaction Certificate of Incorporation.” At the special meeting you will be asked to consider and vote to approve the Post-Transaction Certificate of Incorporation.

Related to Post-Transaction Certificate

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

  • 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;

  • Completion Certificate means the certificate to be issued by the GIPCL when the work/ s have been completed to his satisfaction as per terms of the contract.

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

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

  • Master Transaction Agreement has the meaning set forth in the recitals.

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

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

  • 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.

  • 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.

  • Perfection Certificate is defined in Section 5.1.

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Perfection Certificates is defined in Section 5.1.

  • 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.

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

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.

  • 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.

  • Confirmation Letter means a letter issued by any applicable Rating Agency to the effect that neither (a) the resignation of Provident as Servicer under the Servicing Agreement and appointment of Litton as successor Servicer thereunder, nor (b) the amendments exxxxxxated by this Agreement, will adversely affect the then current ratings on the Certificates then being rated.

  • 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.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

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

  • Acquisition Note means a promissory note made by Borrower in favor of a Lender evidencing the Lender’s Applicable Percentage of the Acquisition Loan, substantially in the form of Exhibit G.

  • Structured settlement agreement means the agreement, judgment, stipulation, or release embodying the terms of a structured settlement.