Second SSI Certificate Clause Samples

Second SSI Certificate. No later than the later of ---------------------- the twentieth (20/th/) business day after the Closing and the tenth (10/th/) day after the expiration of the Newco Offer to the Optionees in the United Kingdom, Newco shall issue to SSI that number of validly issued, fully paid and nonassessable shares of Newco Common Stock equal to the SSI Percentage Interest minus the number of shares issued on the First SSI Certificate and minus the number of shares of Newco Common Stock issuable upon exercise of the Newco Options issued with respect to the Canceled SSI Options pursuant to Section 1.3(a)(ii). For the sole purpose of calculating the number of shares of Newco Common Stock remaining due to SSI hereunder, the number of shares issuable upon exercise of such Newco Options shall be determined in accordance with the "treasury stock" methodology as set forth in the definition of the VERITAS Percentage Interest herein if the VERITAS Percentage Interest is determined on that basis. If the treasury stock methodology is not used to determine the VERITAS Percentage Interest, then the number of shares issuable upon exercise of Newco Options issued with respect to Canceled SSI Options shall be determined in the same manner as used to determine the number of shares of Newco Common Stock issuable upon exercise of Newco Options received by VERITAS option holders in exchange for their VERITAS Options.
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Second SSI Certificate. No later than the twentieth (20th) business day after the Closing, Newco shall issue to SSI that number of validly issued, fully paid and nonassessable shares of Newco Common Stock equal to the SSI Percentage Interest minus the number of shares issued on the First SSI Certificate and minus the number of shares of Newco Common Stock issuable upon exercise of the Newco Options issued with respect to the Canceled SSI Options pursuant to Section 1.3(a)(ii). If the Newco Offer to the Optionees in the United Kingdom has not expired on such twentieth (20(th)) business day after the Closing because Newco has extended the Newco Offer to such Optionees, then the parties shall amend this Agreement as necessary to provide that (A) the Second Certificate shall not include such shares as may be issued upon exercise of all Newco Options issued to such Optionees assuming all such Optionees elect to cancel all of their SSI Options, and (B) a third SSI certificate may be delivered at such date as shall be agreed by the parties. For the sole purpose of calculating the number of shares of Newco Common Stock remaining due to SSI hereunder, the number of shares issuable upon exercise of such Newco Options shall be determined in accordance with the "treasury A-9 11 stock" methodology as set forth in the definition of the VERITAS Percentage Interest herein if the VERITAS Percentage Interest is determined on that basis. If the treasury stock methodology is not used to determine the VERITAS Percentage Interest, then the number of shares issuable upon exercise of Newco Options issued with respect to Canceled SSI Options shall be determined in the same manner as used to determine the number of shares of Newco Common Stock issuable upon exercise of Newco Options received by VERITAS option holders in exchange for their VERITAS Options.
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Related to Second SSI Certificate

  • Single Certificate A Single Certificate for each Class of Class A Certificates (other than the Class A-R Certificate) and each Class of Class B Certificates (other than the Class B-4, Class B-5 and Class B-6 Certificates) represents a $100,000 Denomination. A Single Certificate for the Class A-R Certificate represents a $100 Denomination. A Single Certificate for the Class B-4 and Class B-6 Certificates represents a $250,000 Denomination. The Class B-5 Certificates will be issued as a Single Certificate with a Denomination equal to its Original Principal Balance.

  • Non-Book Entry Certificate to Global Certificate If a holder of a Non-Book Entry Certificate that is a Private Certificate (other than any Risk Retention Certificate during the RR Interest Transfer Restriction Period, a Class S Certificate or a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is entitled to take delivery thereof in the form of an interest in a Global Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit I to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit J to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit K to this Agreement (in the event that the applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, and shall, if applicable, direct the Certificate Administrator to execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the institution specified in such instructions a beneficial interest in the applicable Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.

  • CFO Certificate On the Closing Date and/or the Option Closing Date, the Representative shall have received a written certificate executed by the Chief Financial Officer of the Company, dated as of such date, on behalf of the Company, with respect to certain financial data contained in the Registration Statement, Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Underwriters.

  • Beneficial Ownership Certificate As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

  • Class PO Certificates Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies.......................................... Fitch and S&P. Regular Certificates..................................... All Classes of Certificates other than the Class A-R Certificates. Residual Certificate..................................... Class A-R Certificates.