Blocker Closing definition

Blocker Closing has the meaning set forth in Section 1.03.
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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).
Sample 1

Examples of Blocker Closing in a sentence

  • 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.

  • 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).

  • 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 aggregate purchase price to be paid by Purchaser to Seller in consideration of the Purchased Interests is (i) the product of (x) the Enterprise Value and (y) the Blocker Percentage (ii) (A) plus the Blocker Closing Adjustment (if the Blocker Closing Adjustment is positive) or (B) minus the absolute value of the Blocker Closing Adjustment (if the Blocker Closing Adjustment is negative) (the “Purchase Price”).

  • Farrell’s team is part of the central support that has helped build and structure the model.

  • Within five (5) Business Days following the final determination of the Blocker Closing Date NOLs and the Blocker Closing Date Aggregate Basis, if the Aggregate Blocker Attributes is less than $68,000,000, the Blocker Sellers shall pay to Buyer an aggregate amount of cash equal to 23% multiplied by the amount by which $68,000,000 exceeds the Aggregate Blocker Attributes.

  • The closing of the Blocker Purchase shall take place on the Closing Date immediately prior to the Effective Time (the "Blocker Closing").

  • We also propose that the governance structure of the Exchange must be established and operated consistent with the requirements in § 155.110.

  • Each Blocker will review any comments to the applicable Estimated Blocker Closing Statement provided by the Company, Buyer or any of their representatives and consider in good faith any reasonable comments proposed by the Company or any of its representatives.

Related to Blocker Closing

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • First Closing has the meaning set forth in Section 2.1(a).

  • Second Closing has the meaning set forth in Section 2.2.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Blocker means an employee engaged in one or more of the following operations in a Millinery Sector establishment:

  • Additional Closing has the meaning set forth in Section 2.3.

  • Closing has the meaning set forth in Section 2.2.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Plant closing means the closing of a plant site or other corporate location that directly results in termination of the Grantee’s Service.

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.