Certificates to be Remitted Clause Samples

Certificates to be Remitted. On or Prior to the Closing Date (a) Two (2) Business Days prior to the Closing Date the Sellers shall provide to the Purchaser: (i) a certificate signed by the Holding Company’s Chief Financial Officer and Chief Executive Officer setting forth the amount of Proceeds, together with a bank certificate for the Proceeds Account, signed by a duly authorized representative of the bank, attesting to the existence in the Proceeds Account of the entire amount of Proceeds as of the Closing Date; (ii) the Bank Certificates signed by duly authorized representatives of each of the banks holding the Bank Accounts; (iii) a certificate signed by the Holding Company’s Chief Financial Officer and Chief Executive Officer, reviewed and certified by the Holding Company’s auditors (the “Debt Certificate”), setting forth (x) all accrued liabilities of the Group Companies estimated as of the Closing Date with respect to Employee retirement plans as reflected in the 2007 Interim Consolidated Financial Statements including but not limited to indemnities paid in France at retirement (Indemnité de fin d▇ ▇▇▇▇▇▇▇▇)(the “Pension Plan Debt”), (y) the Debt Amount and (y) the Transaction Expenses; and (iv) a certificate signed by the Holding Company’s Chief Financial Officer and Chief Executive Officer, reviewed and certified by the Holding Company’s auditors (the “Convertible Bonds Redemption Amount Certificate”), setting forth the Convertible Bonds Redemption Amount, which is currently estimated to be €34.6 million on the Closing Date. (b) On the Closing Date the Sellers shall provide to the Purchaser a certificate signed by the Holding Company’s Chief Financial Officer and Chief Executive Officer (the “Cash Certificate”) setting forth the Cash Amount as calculated by the Holding Company (the “Certified Cash Amount”), it being understood that the Stock Options Loan shall be included in the Certified Cash Amount. For reconciliation purposes, the Purchaser shall compare the Certified Cash Amount with the amount of cash resulting from the Bank Certificates. If the reconciliation is not successful, the Cash Amount shall be the lesser of (i) the Certified Cash Amount and (ii) the amounts on the Bank Certificates plus the Stock Options Loan (it being understood that the Stock Option Loan shall not be reflected in the Bank Certificates). The Cash Certificate shall set forth as well: (aa) the Payroll and (bb) the Audit Cost, it being understood that the relevant auditors shall have provided pri...
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Related to Certificates to be Remitted

  • Certificates and Payments 4.1 The Purchaser will, following receipt by the Target of the Final Order and prior to the Effective Time, deposit in escrow with the Depositary the Purchaser Shares to satisfy the consideration issuable and/or payable to the Target Shareholders pursuant to this Plan of Arrangement (other than Target Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection). 4.2 After the Effective Date, certificates formerly representing Target Shares which are held by a Target Shareholder will, except for Target Shares held by Dissenters, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.3 No dividends or other distributions declared or made after the Effective Date with respect to the Purchaser Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Target Shares which, immediately prior to the Effective Date, represented outstanding Target Shares and will not be payable or paid until the surrender of certificates for Target Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement. 4.4 As soon as reasonably practicable after the Effective Date (subject to Section 6.2), the Depositary will forward to each Target Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the Target Shares held by such Target Shareholder, the certificates representing the Purchaser Shares issued to such Target Shareholder pursuant to Section 3.1(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter. 4.5 Target Shareholders that did not submit an effective Transmittal Letter prior to the Effective Date may take delivery of the consideration issuable or payable to them by delivering the certificates representing Target Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Letter, together with such other documents as the Depositary may require. Certificates representing the Purchaser Shares issued to such Target Shareholder pursuant to Section 3.1 will be registered in such name or names and delivered to the address or addresses as such Target Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Target Shareholder in the Transmittal Letter, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents. 4.6 Any certificate which immediately prior to the Effective Date represented outstanding Target Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the Target, the Purchaser or the Depositary. 4.7 In the event any certificate, which immediately before the Effective Time represented one or more outstanding Target Share that was exchanged pursuant to Section 3.1, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the Target Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 3.1 deliverable in accordance with such Person's Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/or paid will, as a condition precedent to the issuance and/or payment thereof, give a bond satisfactory to the Purchaser and its transfer agent in such sum as the Purchaser may direct or otherwise indemnify the Purchaser in a manner satisfactory to it, against any Claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

  • CERTIFICATES FOR PAYMENT 9.4.1 The Architect will, within seven days after the receipt of the Contractor's completed Application for Payment, either issue a Certificate for Payment to the State, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor in writing his or her reasons for withholding a Certificate as provided in Subparagraph 9.6.1

  • Certificates for Reimbursement A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

  • Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations The aggregate principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.

  • TERMS FOR CERTIFICATES Section 11.01 Cut-Off Date................................................. Section 11.02 Cut-Off Date Aggregate Principal Balance..................... Section 11.03