Blocker Company definition

Blocker Company is defined in the recitals to this Agreement.
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Blocker Company has the meaning specified in the Preamble.
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Blocker Company has the meaning given to such term in the Merger and Contribution Agreement.
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Examples of Blocker Company in a sentence

  • Except as set forth on Schedule 5.08, Blocker has no operations or assets, and does not engage in, and has never engaged in, any business activities, other than (i) its ownership of the Blocker Company Units, (ii) activities in connection with this Agreement and the Transactions and (iii) engaging in transactions related to its capital stock (including the issuance of the Blocker Shares to Blocker Seller), in each case, including any activities related or incidental thereto.

  • From and after the Effective Time, any holder of Common Units and Incentive Units (other than the Blocker Company Units) as of immediately prior to the Effective Time shall cease to have any rights as an equity holder of the Company (or, for the avoidance of doubt, the Surviving Company), except as specifically provided in this Agreement or by applicable Law.

  • The limited liability company agreement of Merger Sub in effect at the Effective Time shall be the limited liability company agreement of the Surviving Company until amended in accordance with applicable Law; provided that such limited liability company agreement shall maintain the same economics and ownership of the Blocker Company Units owned by Blocker as was maintained by the limited liability company agreement of the Surviving Company immediately before the Effective Time.

  • Each Common Unit or Incentive Unit held immediately prior to the Effective Time by the Company in treasury, if any, or held by Buyer or any of its subsidiaries (excluding the Blocker Company Units) shall be canceled and no cash or other consideration shall be paid with respect thereto.

  • Blocker owns no equity interests in any Person, other than the Blocker Company Units.

  • The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for validly issued Common Units and Incentive Units of the Surviving Company with the same economics as the Common Units and Vested Incentive Units outstanding immediately prior to the Effective Time (other than the Blocker Company Units owned by Blocker).

  • There are no declared but unpaid dividends in respect of any Blocker Shares issued by each Blocker Company.

  • There are no outstanding litigation, claims or proceedings in progress, pending or threatened against or relating to Blocker Company before any Governmental Authority.

  • Each Blocker Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties or assets makes such qualification or licensing necessary, except where the failure to be so qualified or licensed has not had and would not reasonably be expected to have a material adverse effect on such Blocker Company.

  • The Company Disclosure Schedule and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Company, the Blocker Company and the Blocker Seller contained in this Agreement.


More Definitions of Blocker Company

Blocker Company means each of the following Company Members: Aurora Strategic LLC; DL V USWS LLC; Guggenheim Private Debt Master Fund Investco II, LLC; Reef Road Series C Blocker, LLC; GCM USW Holdings 2, LLC; Trestles Holdings LLC; Southpaw Credit Opportunity Partners LP; and Southpaw MxXxxxx LLC.
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Blocker Company means corporations, limited partnerships, limited liability companies or other entities, in each case, that are taxable as corporations for U.S. federal income tax purposes.
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Blocker Company is defined in the recitals to this Agreement. “Blocker Tax Attributes” means (i) the share of Tax basis (including under Sections 734(b), 743(b) and 754 of the Code and Section 1.743-1(h) of the Treasury Regulations and, in each case, the comparable sections of U.S. state and local tax law) of the Reference Assets that is amortizable under Section 197 of the Code or that is otherwise amortizable or depreciable for U.S. federal income tax purposes or that is Accounting Adjustment Basis, in each case, attributable to the Common Units acquired by the Corporate Taxpayer from the Blocker Companies in the Mergers (“Blocker Transferred Basis”) and (ii) net operating losses (and carryforwards thereof), capital losses (and carryforwards thereof), disallowed interest expense carryforwards under Section 163(j) of the Code and credit carryforwards of the Blocker Companies relating to taxable periods ending on or prior to the IPO Date (such taxable periods, the “Pre-IPO Tax Period” and such attributes, the “Pre-IPO NOLs”). Notwithstanding the foregoing, the term “Pre-IPO NOL” shall not include any Tax attribute of a Blocker Company
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Related to Blocker Company

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

  • Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Parent Entities means, collectively, Parent and all Parent Subsidiaries.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Member Company means a “service recipient” as defined in Treasury Regulation § 1.409A-1(h)(3).

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • Parent Group has the meaning set forth in Section 8.03(c).

  • Atlas means Automated Transportation Logistics Activity System. ATLAS is a computerized information system to which all Shippers have access upon request. ATLAS enables Shippers to nominate and release product and to monitor and coordinate the movement of Petroleum Products while on Carrier's system.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • Company Group Member means each member of the Company Group.

  • BHC Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Company Subsidiary means any Subsidiary of the Company.

  • Brookfield Group means Brookfield and any Affiliates of Brookfield, other than any member of the BREP Group;