Blocker Merger Sample Clauses

Blocker Merger. Notwithstanding anything to the contrary in this Agreement, at the request of the Record Holder of the Series A Required Voting Percentage, in connection with any conversion of the Partnership or any successor thereto into a corporation for U.S. federal income tax purposes (a “Conversion” and, following any such Conversion, the entity into which the Partnership shall be converted shall be referred to as the “Converted Entity”) by (i) the conversion of the Partnership into a corporation pursuant to Section 18-216 of the Delaware Act (or any successor Section thereto), (ii) the transfer by each Partner of Units held by such Partner to one or more corporations in exchange for shares of any such corporation (including by merger of the Partner into a corporation), (iii) the filing of an election to be classified as an association taxable as a corporation pursuant to Treasury Regulation Section 301.7701-3(c), or (iv) any other structure or means by which to effect a Conversion, any Special Purpose Person that is classified as a corporation for U.S. federal income tax purposes that directly or indirectly owns Series A Preferred Units (each, a “Blocker Corporation”) shall be merged or consolidated into the Converted Entity in a tax-free reorganization or transfer as a condition precedent to the completion of such Conversion and on terms reasonably acceptable to such Record Holders of the Series A Required Voting Percentage (each such merger or consolidation, a “Blocker Merger”), and the owners of securities of such Blocker Corporation (A) shall be entitled to the same consideration (whether in the form of cash, publicly-traded property, non-publicly-traded property, or any combination thereof) that such Blocker Corporation would have received in, or owned following, the Conversion had the Conversion been effected without giving effect to such Blocker Merger and (B) shall be responsible for, and shall indemnify and hold harmless the Converted Entity and its Affiliates against, any liabilities of the Blocker Corporation, other than any liabilities arising from or relating to the ownership of the Series A Preferred Units (including, for the avoidance of doubt, any taxes with respect to taxable periods (or portions thereof) ending prior to the closing of such Blocker Merger). For purposes of this Section 5.12(b)(x)(A), a “Special Purpose Person” is an entity which demonstrates to the reasonable satisfaction of the Partnership that it was formed on or after May 25, 201...
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Blocker Merger. Notwithstanding anything to the contrary in this Agreement, in connection with an Initial Public Offering (or any transaction described in Section 10.6(b)), at the election of WP Member, the Company and other Members will use reasonable best efforts to structure such Initial Public Offering such that any entity that owns equity interests of WP Member (directly or indirectly) and which is classified as a corporation for U.S. federal income tax purposes (a “XX Xxxxxxx”) may, in the sole discretion of WP Member and the XX Xxxxxxx (as applicable), be merged with and into the Issuer (a “Blocker Merger”), and the Company and the Members will use reasonable best efforts to take such actions as may be necessary to effectuate such Blocker Merger and will cooperate with the WP Member and any XX Xxxxxxx to effectuate such Blocker Merger in a tax-efficient manner. Before the closing of any such transaction, the WP Member shall, at its sole cost and expense, cause any applicable XX Xxxxxxx to directly own only the Units.
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Blocker Merger. At the Blocker Effective Time, the effect of the Blocker Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Blocker Effective Time, except as otherwise provided herein, all the property, assets, rights, privileges, powers and franchises of Milestone Merger Sub shall vest in the Surviving Blocker, and all debts, liabilities, duties and obligations of Milestone Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Blocker.
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Blocker Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Blocker Effective Time, Blocker, Blocker Merger Sub and HD Waterworks Inc. (Blocker Merger Sub and HD Waterworks Inc. sometimes being referred to herein as the “Blocker Constituent Companies”) shall cause Blocker Merger Sub to be merged with and into HD Waterworks Inc., with HD Waterworks Inc. being the surviving corporation. The Blocker Merger shall be consummated in accordance with this Agreement and evidenced by a certificate of merger between Blocker Merger Sub and HD Waterworks Inc. in a form to be reasonably agreed upon by the Parties and filed with the Delaware Secretary of State (the “Blocker Certificate of Merger”), such Blocker Merger to be consummated at the Closing and immediately after the Company Effective Time (the “Blocker Effective Time”).
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Related to Blocker Merger

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time").

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • Effective Time of the Merger Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • Short-Form Merger If, after the consummation of the Offer and any exercise of the Top-Up Option, the number of Shares beneficially owned by Parent, Merger Sub and Parent’s other Subsidiaries collectively represent at least 90% of the then outstanding Shares, Parent shall cause Merger Sub to, and the Company shall execute and deliver such documents and instruments and take such other actions as Parent or Merger Sub may request, in order to cause the Merger to be completed as promptly as reasonably practicable as provided in Section 253 of the DGCL, and otherwise as provided in Article II below.

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