Blocker Mergers definition

Blocker Mergers means (i) the merger of KPCB Blocker with Blocker Merger Sub 1, with Blocker Merger Sub 1 as the surviving company and wholly-owned subsidiary of Thayer, (iii) the merger of IVP Blocker with Blocker Merger Sub 2, with Blocker Merger Sub 2 as the surviving company and wholly-owned subsidiary of Thayer, (iii) the merger of W Capital Blocker with Blocker Merger Sub 3, with Blocker Merger Sub 3 as the surviving company and wholly-owned subsidiary of Thayer, and (iv) any Non-Party Blocker Mergers (if any).
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Blocker Mergers has the meaning specified in the Recitals hereto.
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Blocker Mergers is defined in the recitals to this Agreement.
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Examples of Blocker Mergers in a sentence

  • At the Blocker Mergers Effective Time, by virtue of the Blocker Mergers and without any action on the part of the HTP Parties, or any Blocker Owner, each Blocker Equity Interest that is issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become the right to receive the Per Blocker Equity Interest Merger Consideration applicable to such Blocker.

  • The Actual Tax Liability shall take into account the deduction of the portion of each Tax Benefit Payment that is accounted for as Imputed Interest under the Code due to the characterization of such Tax Benefit Payments as additional consideration payable by the Corporation for the Units acquired in connection with an Exchange or the Blocker Mergers.

  • Upon the terms and subject to the conditions set forth herein, and in accordance with the LLC Act, at the Blocker Mergers Effective Time, simultaneous with the First Blocker Merger, Blocker Merger Sub II shall be merged with and into the Pacer X.X. Xxxxxxx.

  • Tax Benefit Payments shall be treated in part as Imputed Interest and in part as additional purchase price for (i) interests in the Blockers in the case of the Blocker Mergers, (except as otherwise required by the Code) or (ii) Units in the case of an Exchange.

  • At the Blocker Effective Time, by virtue of the Blocker Mergers and without any action on the part of the Blocker Merger Subs or HTP, the certificate of formation of Blocker Merger Sub I and Blocker Merger Sub II shall become the certificate of formation of Surviving Pacer Corp.


More Definitions of Blocker Mergers

Blocker Mergers means the transactions contemplated by the Blocker Reorganization Agreement.
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Blocker Mergers means, immediately following the Tempo Merger, the merger of each of the Blocker Merger Subs with and into the applicable Tempo Blocker, with the Tempo Blockers being the surviving entities in their respective mergers.
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Blocker Mergers means those certain merger transactions to be consummated on the date hereof which will result in each of the Blockers merging with and into the Corporation, in each case with the Corporation remaining as the surviving corporation.
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Blocker Mergers has the meaning set forth in Schedule 1 hereto, each as effected pursuant to an Agreement and Plan of Merger in substantially the form set forth in Exhibit D.
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Blocker Mergers has the meaning set forth in the Reorganization Agreement.
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Blocker Mergers means, collectively, the Reverse Blocker Mergers and the Direct Blocker Mergers.
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Blocker Mergers means the transactions contemplated by the Blocker Reorganization Agreement. “Blocker Reorganization Agreement” means the Agreement and Plan of Reorganization dated as of or about the date of the IPO among PubCo, TSG7 A AIV VI Holdings, LLC, DG Coinvestor Blocker, LLC, and certain other Persons, as amended and/or restated from time to time. “Board” means the board of directors of PubCo, as constituted at any given time. “Book Value” means with respect to any asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that (i) the initial Book Value of any asset contributed by a Member to the Company shall be the gross Fair Market Value of such asset; (ii) the Book Value of any property of the Company distributed to any Member shall be adjusted to equal the gross Fair Market Value of such property on the date of distribution; and (iii) the Book Values of assets of the Company shall be increased (or decreased) to the extent the Managing Member determines reasonably and in good faith that such adjustment is necessary or appropriate to comply with the requirements of Treasury Regulations Section 1.704-1(b)(2)(iv). “Business Day” means any day, other than a Saturday, Sunday or any other day on which commercial banks located in the State of New York are authorized or obligated by law or executive order to close. “Capital Account” means the capital account maintained for a Member pursuant to Section 3.3. “Capital Contribution” means any cash, cash equivalents, promissory obligations or the Fair Market Value of other property which a Member contributes to the Company pursuant to Section 3.1. “Capital Stock” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests
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