Blocker Company definition
Examples of Blocker Company in a sentence
The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” The parties hereto acknowledge and agree that the Blocker Company Stock Acquisition shall be deemed to have been consummated immediately prior to the Effective Time and the consummation of the Merger, but neither the Blocker Company Stock Acquisition nor the Merger shall be consummated unless both transactions are consummated.
Notwithstanding any other provision of this Agreement, in no event will any notification delivered hereunder be effective to cure or correct any breach of any representation, warranty, covenant, agreement or obligation of the Company, the Holders’ Representative, the Blocker Company or the Blocker Seller hereunder, including for purposes of determining whether the conditions to Closing in Section 8.1 or Section 8.2 have been satisfied.
Acquiror will not, and will not permit the Company to, cause the Company, its Subsidiaries or the Blocker Company to incur any Taxes on the Closing Date after the Closing outside the Ordinary Course of Business (other than as explicitly contemplated by this Agreement).
Acquiror and Merger Sub hereby acknowledge that, except for the representations and warranties of the Company, the Blocker Company and the Blocker Seller expressly set forth in ARTICLE III, they are relying on their own investigation and analysis in entering into this Agreement and the transactions contemplated hereby.
There are no outstanding litigation, claims or proceedings in progress, pending or threatened against or relating to Blocker Company before any Governmental Authority.
Acquiror, the Blocker Company, the Holder Representative, the Surviving Entity and its Subsidiaries shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of Pre-Closing Flow Through Tax Returns or Acquiror Prepared Returns, and any audit, litigation or other proceeding with respect to Taxes.
The Company shall continue as the surviving entity in the Merger (hereinafter referred to for the periods on and after the Effective Time as the “Surviving Entity”), and shall be a wholly-owned subsidiary of the Acquiror (directly and through its ownership of the Blocker Company).
Blocker Company is not the beneficiary of any extension of time within which to file any Tax Return, other than an extension requested in the Ordinary Course of Business of no longer than six (6) months.
The Company, the Blocker Company, the Blocker Seller, Celestica USA, Acquiror, Merger Sub and the Holder Representative entered into an Securities Purchase and Merger Agreement dated as of October 9, 2018 (the “Merger Agreement”).
The Blocker Company shall not take any action during the Interim Period other than as contemplated by this Agreement.