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”). (b) Upon consummation of the Blocker Merger, the separate limited liability company existence of Blocker Merger Sub shall cease and HD Waterworks Inc., as the surviving corporation of the Blocker Merger (the “Surviving Blocker”), shall continue its corporate existence under the DGCL as a wholly owned Subsidiary of Blocker.
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Related to Blocker Merger

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (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"). (b) Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Subsidiary shall be merged with and into the Company in accordance with the requirements of the WBCL, whereupon the separate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger (the "Surviving Corporation"). (c) The Merger will have the effects set forth in the WBCL, including the effects set forth in Section 180.1106 of the WBCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes and shall assume and be liable for all the liabilities, obligations and penalties of the Company and Merger Subsidiary. (d) The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York 10036-6522, at 10:00 a.m. local time, as soon as reasonably practicable, but in any event within two (2) Business Days after the satisfaction or, to the extent permitted hereby, waiver of all of the conditions to the Merger, other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or waiver of such conditions, unless this Agreement has been heretofore terminated pursuant to its terms or another time or date is agreed to in writing by the parties hereto (the actual time and date of the Closing being referred to herein as the "Closing Date").

  • Second Merger At the Second Effective Time, by virtue of the Second Merger and without any action on the part of the Surviving Corporation or Parent or the holders of any securities of the Surviving Corporation or Parent, each share of common stock, par value $0.001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist without any consideration being payable therefor.

  • Effective Time of the Merger The Merger shall become effective at such time (the "Effective Time") as shall be stated in a Certificate of Merger, in a form mutually acceptable to Parent and the Company, to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL (the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable after the closing of the transactions contemplated by this Agreement in accordance with Section 3.5.

  • Capital Stock of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • Merger Closing (a) The Merger shall be consummated (the "Closing") at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the second (2nd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "Closing Date"). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the "Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time"). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicable.

  • Consummation of Merger The parties hereto expressly acknowledge that the consummation of the transactions hereunder is subject to consummation of the Merger. Nothing herein shall be construed to require Seller to consummate the Merger or take steps in furtherance thereof.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

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