Shareholder Certificate definition

Shareholder Certificate has the meaning ascribed to it in Section 5.1(c).
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Shareholder Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (d) (insofar as clause (d) relates to Legal Proceedings involving the Company Shareholder) of Section 7.2 is satisfied in all respects.
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Shareholder Certificate has the meaning set forth in Section 1.4(g).
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Examples of Shareholder Certificate in a sentence

  • Each of the Company Shareholders shall ----------------------- have executed and delivered to Parent a Shareholder Certificate in the form attached hereto as Exhibit E.

  • Each Principal ------------------------------------------------ Shareholder, severally and not jointly, hereby makes all of the representations and warranties set forth in Section 1 of the Shareholder Certificate attached hereto as Exhibit G as if such representations and warranties were set forth in --------- full herein.

  • Each of the Company Shareholders shall ----------------------- have executed and delivered to Parent a Shareholder Certificate in the form attached hereto as Exhibit G.

  • Each Principal Shareholder agrees to ------------------------------- abide by the terms of the Parent's right of first refusal set forth in Section 4 of the Shareholder Certificate attached hereto as Exhibit G as if such right of --------- first refusal were set forth in full herein.

  • Each Principal Shareholder agrees to abide ------------------------- by the covenants set forth in the market standoff agreement in Section 2 of the Shareholder Certificate attached hereto as Exhibit G as if such covenants were --------- set forth in full herein.

  • The Company shall use its reasonable best efforts to secure, prior to the Closing, from each shareholder of the Company, an executed Shareholder Certificate.

  • Any Lost Certificate Affidavit properly executed and delivered in accordance with this Section 2.05(f) shall, unless the context otherwise requires, be treated as a Shareholder Certificate for all purposes of this Agreement.

  • Capitalized terms not specifically defined in this Shareholder Certificate have the meaning ascribed to them in the Merger Agreement, a copy of which was provided to the undersigned.

  • The address of the undersigned set out on the signature page of the Shareholder Certificate is the true and correct address of the Purchaser and can be relied on by the Parent and the Agent for purposes of State blue sky laws.

  • In the event of a conflict between the terms of this Shareholder Certificate and such Merger Agreement, the terms of this Shareholder Certificate shall prevail.


More Definitions of Shareholder Certificate

Shareholder Certificate means the certificate of each Company Shareholder containing representations and warranties to the Parent regarding their investment qualifications and other matters relevant to determining whether the issuance of shares of Parent Common Stock in consideration of the Merger is exempt from the registration requirements of the Securities Act and applicable state securities laws.
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Shareholder Certificate means a certificate, signed by ▇▇. ▇▇▇▇▇ ----------------------- (to his knowledge after due inquiry) stating that, other than as otherwise set forth in the Shareholder Certificate, no person has directly or indirectly transferred or agreed to transfer any securities, membership interests or other equity interests with respect to the Company or to Holdings in violation of the provisions of Section 8.2 and (A) the Gores Family Entities collectively beneficially own not less than 70% of the membership or equity interests in Holdings, free and clear of any liens or encumbrances other than those permitted by this Agreement, and (B) the Gores Family Entities, together with the Employees and Consultants, collectively beneficially own not less than 100% of the membership or equity interests in Holdings, free and clear of any liens or encumbrances other than those permitted by this Agreement.
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Shareholder Certificate has the meaning set forth in Section 2.10.
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Shareholder Certificate means the Shareholder Certificate attached hereto as Schedule “B”;
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Shareholder Certificate as defined in Section 2.2(a)(i).
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Shareholder Certificate has the meaning set forth in Section 5.23.
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Related to Shareholder Certificate

  • Buyer Certificate means a certificate delivered by the Buyer (without qualification as to knowledge, materiality or otherwise), signed on behalf of the Buyer by an authorized officer of the Buyer, to the effect that each of the conditions specified in clauses (a) and (b) of Section 6.2 is satisfied in all respects.

  • Seller Certificate means a certificate of transfer delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form of Exhibit B.

  • Upper-Tier Certificate Any one of the Class A Certificates (other than the Class A-LR Certificate) and the Class B Certificates.

  • Transfer Certificate means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

  • Investor Certificate means any one of the certificates (including, without limitation, the Bearer Certificates, the Registered Certificates or the Global Certificates) issued by the Trust, executed by the Transferor (or, prior to the Amendment Closing Date, executed by FIA as Seller under the Amended and Restated Pooling and Servicing Agreement) and authenticated by the Trustee substantially in the form (or forms in the case of a Series with multiple classes) of the investor certificate attached to the related Supplement or such other interest in the Trust deemed to be an “Investor Certificate” in any related Supplement.