Examples of Blocker Closing in a sentence
The Blocker Partners shall not sell, transfer, convey or assign the Blocker Interests to any other Person prior to the Blocker Closing.
The term “Blocker Closing” as used herein shall refer to the actual conveyance, transfer, assignment and delivery of the Blocker Interests to Parent (or its Subsidiary) in exchange for the consideration to be delivered at the Blocker Closing pursuant to and in accordance with Section 2.11(f).
The date on which Closing actually occurs is referred to herein as the "Closing Date." If the Closing occurs, all transactions contemplated herein to occur on or as of the Closing Date shall be deemed to have occurred simultaneously and to be effective as of 12:02 a.m. (Houston time) on the Closing Date, other than the Blocker Closing which shall be deemed to have occurred and to be effective as of 12:01 a.m. (Houston time) on the Closing Date.
The Sellers’ Representative shall deliver a notice to Buyer (an “Attribute Notice”) of its computation of the Blocker Closing Date NOLs and Blocker Closing Date Aggregate Basis (together with a reasonably detailed schedule setting forth the Sellers’ Representative’s calculation thereof), as determined by the Sellers’ Representative in good faith pursuant to this Section 9.14 (Blocker Attributes).
The closing of the Blocker Purchase shall take place on the Closing Date immediately prior to the Effective Time (the "Blocker Closing").
The closing of the Blocker Purchase shall take place on the Closing Date immediately prior to the Effective Time (the "Blocker Closing"); provided that, in the event the Merger does not become effective, the Blocker Closing shall be deemed void and to not have occurred.
Attached hereto as Schedule 4.1(b) is a complete and accurate calculation of (i) the Blocker Company Cash Unit Value, (ii) the Blocker Closing Cash Purchase Price, the Blocker Share Consideration and that portion of the Aggregate Closing Cash Consideration allocated to the Blocker Seller and (iii) that portion of the Aggregate Closing Cash Consideration, Aggregate Closing Company Unit Cash Consideration and Company Unit Share Consideration allocated to each Company Seller (the “Payment Schedule”).
The consideration payable to the Blocker Seller on the Closing Date for the purchase and sale of the Blocker Shares shall be the Blocker Closing Consideration.
Immediately following the Closing, the Paying Agent shall pay (and the Escrow Agreement will provide for the Paying Agent to pay) Blocker Holdings the Blocker Closing Consideration, by wire transfer of immediately available funds to the account designated for such purpose by Blocker Holdings, automatically and without the need for a Letter of Transmittal or further instruction from any party.
The Blocker Closing Equity Consideration being delivered by Foresight hereunder (a) will be issued in compliance with all applicable securities Laws and other applicable Laws and without contravention of any other Person’s rights therein or with respect thereto, (b) shall be duly and validly issued, fully paid and nonassessable, and (c) shall be free and clear of preemptive rights and all liens, other than transfer restrictions under applicable securities laws and Foresight’s Organizational Documents.