Blocker Corporations. “Blocker Corporations” means the following Persons: [***].
Blocker Corporations. If, in connection with a transaction contemplated in Section 14.1, the Company, a successor to the Company or the UPCO (the “IPOCo”) is classified as a corporation for U.S. federal income tax purposes, any Member (or any direct or indirect owner of a Member) that is classified as a U.S. corporation for U.S. federal income tax purposes where such Member and, if applicable, its owner, does not own or have directly or indirectly any material assets other than the Units and no material liabilities other than liabilities that relate to the Units (each a “Blocker Corporation”) will be entitled to merge with IPOCo or an affiliate thereof or engage in similar transactions pursuant to which the interest holders of each such Blocker Corporation exchange their respective interests of the applicable Blocker Corporation for shares of IPOCo (each a “Blocker Corporation Merger”) in a manner intended to be tax-free to the interests holders of the applicable Blocker Corporation, IPOCo and its affiliates (including the applicable Blocker Corporation). Each Member shall be permitted to implement any internal restructuring of any affiliated Blocker Corporations and special purpose vehicles so that any Blocker Corporation becomes a direct owner of Units and to facilitate the sale described in this Section 14.2.
Blocker Corporations. The Partnership acknowledges that for as long as the Partnership is structured as a limited partnership, limited liability company or other fiscally transparent entity for U.S. Federal income tax purposes, the Falcon Funds and Kayne intend to hold their Partnership Units through one or more blocker corporations (each a “Blocker Corporation”). The Partnership hereby agrees that in the event of any Change in Control, a Tag-Along Sale pursuant to Section 9.2, Drag-Along Sale pursuant to Section 9.1 or other comparable transaction by the Partnership that affects the Partnership Units held by such Blocker Corporation, the Partnership will endeavor to cause such transaction to be structured as an acquisition of an equivalent amount of stock of the Blocker Corporation in lieu of the Partnership Units held by such Blocker Corporation. Further, in the event that the Partnership is converted into a corporation or other entity that is not a fiscally transparent entity for U.S. Federal income tax purposes (whether by merger, formation of a new parent or otherwise and including without limitation pursuant to Article XI) , the Partnership will endeavor to permit the stockholders of each Blocker Corporation to merge such Blocker Corporation into such successor entity in a mutually satisfactory tax-efficient manner and to receive the same consideration that the Blocker Corporation would have received as a result of such conversion. Notwithstanding the foregoing, (i) the Partnership will not be required to take any action under this Section 3.1(f)(x) if such action would be reasonably likely to have an adverse affect on any Partner (including an adverse affect on any of its direct or indirect equity interests) or the Partnership, and (ii) nothing in this Section 3.1(f)(x) shall be deemed to limit the rights of the Centre Partners Entities set forth in Section 9.1.
Blocker Corporations. Each GA Member hereby represents and warranties as of the date hereof that no GA Corp. has any liabilities or obligations of any nature (whether absolute, contingent or otherwise) other than liabilities and obligations under this Agreement and/or liabilities and obligations to pay taxes resulting from its direct or indirect interest in the Company. Each GA Member hereby agrees that no GA Corp. shall incur any liabilities or obligations of any nature (whether absolute, contingent or otherwise) other than liabilities and obligations under this Agreement and/or liabilities and obligations to pay taxes resulting from its direct or indirect interest in the Company.
Blocker Corporations. Notwithstanding anything to the contrary contained herein, with respect to each Blocker Corporation so long as (A) such Blocker Corporation is a Limited Partner and (B) such Blocker Corporation never conducts any business, or enters into any arrangement, in each case, other than in connection with its purchase and ownership of Limited Partnership Interests, the Partnership and each Partner hereby agrees to use commercially reasonable efforts to (i) effect the sale of the capital stock of such Blocker Corporation to the applicable acquirer(s) as part of any sale of the Partnership, or sale of all or substantially all of the Partnership’s and its subsidiaries assets (on a consolidated basis), to such acquirer(s), including in connection with any Approved Company Sale and (ii) in connection with the consummation of any Qualified Initial Public Offering, cause such Blocker Corporation to become (by merger, contribution or other appropriate means) the applicable IPO Newco, or a wholly-owned subsidiary of the applicable IPO Newco, in exchange for which the owner(s) of such Blocker Corporation will receive an appropriate number of shares of capital stock or other equity securities of such IPO Newco (as determined in good faith by the Board) in a manner consistent with the terms of Section 13.15 hereof.
Blocker Corporations. If the General Partner determines that an Investment is likely to give rise to the realization of UBTI by tax-exempt Limited Partners or ECI by non-U.S. Limited Partners if such Investment were held directly by the Investment Partnership, the General Partner may elect to take any or all of the following actions:
