BlackRock Financial Statements has the meaning set forth in Section 4.8(d).
BlackRock Financial Statements has the meaning set forth in Section 4.8(d). “BlackRock Indemnified Party” has the meaning set forth in the Section 7.2. “BlackRock Investment Adviser Subsidiaries” has the meaning set forth in Section 4.12(d). “BlackRock Market Price” means the average of the volume weighted sales prices per share of BlackRock Class A Common Stock as reported on the consolidated transaction reporting system for securities traded on the NYSE (as reported in Bloomberg Financial Markets or, if not reported thereby, an authoritative source as the parties shall agree in writing) for the 10 consecutive full trading days ending on the trading day prior to the Closing Date. “BlackRock Material Adverse Effect” means any change, effect, event, matter, occurrence or state of facts that (a) has a material adverse effect on the business, condition (financial or otherwise), or assets and properties of BlackRock, or (b) materially impairs the ability of BlackRock to consummate the Transactions, other than, in the case of clause (a) or (b), any change, effect, event, matter, occurrence or state of facts to the extent resulting from (i) any change or development in economic or business conditions in general or in the investment management industry in particular (including any such change or development resulting from armed hostilities or terrorist actions), (ii) any change in Law or GAAP or the enforcement thereof, (iii) any adverse change in the assets under management in the business of the BlackRock Companies if and to the extent such change is reflected in a reduction in the Revenue Run-Rate between the Base Date and the calculation date of the Closing Revenue Run-Rate, and (iv) the public announcement in and of itself of this Agreement and the Transactions, except, in case of clause (i) or (ii), to the extent that such change, effect, event, matter, occurrence or state of facts has a materially disproportionate effect on the BlackRock, taken as a whole, relative to Persons engaged in the investment management industry generally. “BlackRock Merger Sub Common Stock” has the meaning set forth in the recitals to this Agreement. “BlackRock Party” has the meaning set forth in the introductory paragraph to this Agreement. “BlackRock Preferred Stock” has the meaning set forth in the recitals to this Agreement. “BlackRock Private Fund” has the meaning set forth in Section 4.12(h). Annex A-4 Table of Contents