OWNERSHIP CERTIFICATE. The Ownership Certificate does not represent an obligation of, or an interest in, the Depositor, the Seller, the Indenture Trustee, the Owner Trustee, the Securities Administrator, the Securities Administrator or any Affiliates of any of them and no recourse may be had against any such parties or their assets, except as expressly set forth or contemplated herein or in the Agreement or the other Operative Agreements. In addition, this Ownership Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Collateral, all as more specifically set forth herein. A copy of the Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Agreement permits the amendment thereof as specified below, provided that any amendment be accompanied by an Opinion of Counsel to the effect that such amendment complies with the provisions of the Agreement and would not cause the Trust to be subject to an entity level tax. If the purpose of the amendment is to correct any mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be necessary to obtain the consent of any Noteholder or the Indenture Trustee. If the purpose of the amendment is to add or eliminate or change any provision of the Agreement, other than as specified in the preceding sentence, the amendment shall require the consent of the Holder and the consent of Noteholders evidencing more than 662/3% of the Outstanding Balance of the Notes and the Indenture Trustee; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Securities and the Indenture Trustee. As provided in the Agreement and sub...
OWNERSHIP CERTIFICATE. This Ownership Certificate, dated as of , 2010 is being delivered pursuant to Section 3 of the Lock-Up Agreement (the “Agreement”), dated as of July 9, 2010, by and among the Locked-Up Holders1 signatory thereto. The undersigned, on behalf of itself and its affiliates, certifies, represents and warrants that, as of the date hereof, it has acquired or transferred and is the beneficial owner of Preferred Shares and Common Shares of Emmis as follows. Preferred Shares Class A Common Stock Class B Common Stock Class C Common Stock Previously Owned Acquired Transferred Current Ownership The undersigned, on behalf of itself and its affiliates, further certifies, represents and warrants that, as of the date hereof, it does not beneficially own any other securities of Emmis other than as set forth herein, and that it is not a party to any swaps or other derivative transactions relating to Preferred Shares or Common Shares of Emmis, except as disclosed on Schedule 1 hereto. * * * * * [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 1 Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement.
OWNERSHIP CERTIFICATE. (a) The Investors agree to deliver to the Parent a written certificate signed by a senior officer of each Investor (the "Ownership Certificate"), certifying the Ownership of the Investors, as at the date of such certificate, such Ownership Certificate to be delivered to the Parent as reasonably requested from time to time.
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.
OWNERSHIP CERTIFICATE. Ladies and Gentlemen: In connection with our acquisition of the HomeBanc Mortgage Trust 2005-1 Ownership Certificate (the “Certificate”), we certify that (a) we understand that the Certificate has not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and is being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investment in the Certificate, (c) we have had the opportunity to ask questions of and receive answers from the HMB Acceptance Corp. (the “Depositor”) concerning the purchase of the Certificate and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificate, (d) we have not, nor has anyone acting on our behalf, offered, transferred, pledged, sold or otherwise disposed of the Certificate or any interest in the Certificate, or solicited any offer to buy, transfer, pledge or otherwise dispose of the Certificate or any interest in the Certificate from any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action that would constitute a distribution of the Certificate under the Act or that would render the disposition of the Certificate a violation of Section 5 of the Act or any state securities laws or require registration pursuant thereto, and we will not act, or authorize any person to act, in such manner with respect to the Certificate and (e) we are a “qualified institutional buyer” as that term is defined in Rule 144A under the Act (“Rule 144A”). We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificate for our own account or for resale pursuant to Rule 144A and understand that such Certificate may be resold, pledged or transferred only (1) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (2) pursuant to another exemption from registration under the Act. In addition, we hereby certify that we are not an employee benefit plan or other retirement arrangement subject to Section 406 of the Employee Retirement Inc...
OWNERSHIP CERTIFICATE. 4.1. Party A acknowledges that after the target building has been delivered to Party B and the handover procedures in respect thereof have been completed pursuant to Article 3, and after Party B has paid up the full price for purchase of the building in the amount adjusted pursuant to Article 2.2 hereof, Party A shall have the obligation to complete the procedures for the Building Ownership Certificate within 2 years after Party B has provided all relevant materials that should be provided by it and paid up all relevant taxes and fees.
OWNERSHIP CERTIFICATE. The Investors agree to deliver to Real a written certificate signed by an officer of the Investors (the “Ownership Certificate”), certifying as to the number of Common Shares and the number of Preferred Units beneficially owned or controlled by the Investors and their Affiliates and any other Persons acting jointly or in concert with the Investors, as at the date of such certificate, such Ownership Certificate to be delivered to Real as reasonably requested from time to time (which shall occur no more frequently than once per fiscal quarter), together with any supporting documentation reasonably requested by Real.
OWNERSHIP CERTIFICATE. This Ownership Certificate, dated as of __, 2011 is being delivered pursuant to Section 3 of the Lock-Up Agreement (the “Agreement”), dated as of March __, 2011, by and among the Locked-Up Holders1 signatory thereto. The undersigned, on behalf of itself, certifies, represents and warrants that, as of the date hereof, it has acquired or transferred and is the beneficial owner of Convertible Notes, Preferred Shares and Common Shares of the Company as follows: Convertible Notes Preferred Shares Common Shares Previously Owned Acquired Transferred Current Ownership The undersigned, on behalf of itself, further certifies, represents and warrants that, as of the date hereof, it does not beneficially own any other securities of the Company other than as set forth herein, and that it is not a party to any swaps or other derivative transactions relating to Convertible Notes, Preferred Shares or Common Shares of the Company, except as disclosed on Schedule 1 hereto. * * * * * 1 Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement. In Witness Whereof, the undersigned has caused this Ownership Certificate to be executed and delivered by its duly authorized officer as of the date first above written. LOCKED-UP HOLDER By: Name: Title: Address: City/State/Zip: Country: Telecopy: SCHEDULE 1 [NONE]
OWNERSHIP CERTIFICATE. An equity certificate representing a 100% undivided beneficial interest in the Trust in substantially the form annexed hereto as Exhibit A. Owner Trustee: [ ], a Delaware banking corporation, and any successor in interest, not in its individual capacity, but solely as owner trustee under the Trust Agreement.
OWNERSHIP CERTIFICATE. The undersigned, Randxxx Xxxxxxx, xxmediately prior to the closing of the Agreement and Plan of Reorganization by and among EDnet, Inc., EDN Sub, Inc., and Internet Worldwide Business Solutions (the Agreement and Plan of Reorganization) hereby certifies that:
