Examples of Blocker Companies in a sentence
Tax Receivable AgreementWe acquired certain favorable tax attributes from the Blocker Companies in the Mergers and in connection with the IPO Contribution and the Class A-5 Unit Redemption.
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On the date hereof, the Sellers, the Blocker Companies and the Target Companies shall immediately cease and cause to be terminated all existing discussions or negotiations with any Persons conducted heretofore with respect to an Acquisition Proposal, including any discussion or negotiations and other work related to the possible filing of a registration statement under the Securities Act with respect to an initial public offering of Equity Interests in the Company (or a successor company).
On or prior to the Execution Date, the BlockerCo Sellers have made available to Buyer true and complete copies of the Organizational Documents of each of the Blocker Companies in full force and effect as of the Execution Date.
At the Closing, such Seller will convey to Buyer good, marketable and valid title to such Company Interests, free and clear of all Liens (other than Liens arising under the Organizational Documents of the Company or the Blocker Companies, as applicable, this Agreement or applicable securities Laws).
Notwithstanding the foregoing, any such refund or credit with respect to the Blocker Companies shall be solely for the account of the BlockerCo Sellers.
The execution, delivery and performance by each Seller of the Transaction Documents to which it is (or, at the Closing, will be) a party and the consummation of the transactions contemplated thereby have been (or, at the Closing, will be) duly authorized and approved by all necessary action, if any, on the part of the Blocker Companies.
The Sellers’ Representative, the Target Companies, the Blocker Companies and the Purchaser shall cooperate (and the Purchaser shall cause the Target Companies and the Blocker Companies to cooperate) with each other in the conduct of any audit or other Proceeding relating to Taxes involving any Target Company or any Blocker Company.
The Company, MPAC Merger Sub LLC, USWS Holdings LLC (“USWS Holdings”), the Blocker Companies and, solely for purposes described herein, the Seller Representatives, entered into that certain Merger and Contribution Agreement, dated July 13, 2018 (the “Merger Agreement”).
The Company, MPAC Merger Sub LLC, USWS Holdings LLC (“USWS Holdings”), the Blocker Companies and, solely for purposes described herein, the Seller Representatives entered into that certain Merger and Contribution Agreement, dated July 13, 2018 (the “Merger Agreement”).