Blocker Corporations definition
Examples of Blocker Corporations in a sentence
If an Exchange or Reorganization Transaction subsequently occurs with respect to Units (including Units held by Blocker Corporations) for which the Corporation has exercised its termination rights under this Section 4.1(a) and paid all amounts owed in connection with the exercise of such rights, the Corporation shall have no obligations under this Agreement with respect to such Exchange or Reorganization Transaction.
The ▇▇▇▇▇ Blocker Corporations collectively own all of the ▇▇▇▇▇ Member Interests.
The parties hereto further acknowledge that the Blocker Corporations may have certain tax attributes at the time of such Blocker Merger to which Parent could inherit in the Blocker Merger under the Code or similar provisions of U.S. federal, state or local and foreign tax law arising from basis adjustments pursuant to Section 743 of the Code and the regulations thereunder.
All mail and other communications relating to the ▇▇▇▇▇ Blocker Corporations, the ▇▇▇▇▇ Member or the Company received by Seller following the Closing will be promptly turned over to Buyer (or such other Person as Buyer will indicate) by Seller.
SkyTerra shall have taken all actions necessary to consummate the Closing under each of the exchange agreements between SkyTerra and each of Other Blocker Corporations.
None of the ▇▇▇▇▇ Blocker Corporations is a party to or bound by any voting trust, proxy or other agreement or understanding with respect to the voting of the ▇▇▇▇▇ Member Interests.
None of the ▇▇▇▇▇ Blocker Corporations is a party to or bound by any option, warrant, purchase right or other Contract or commitment that could require such ▇▇▇▇▇ Blocker Corporation to sell, transfer or otherwise dispose of any ▇▇▇▇▇ Member Interests (other than the LLC Agreement and the ▇▇▇▇▇ Member LLC Agreement).
SkyTerra shall have entered into binding agreements to acquire (x) all of the equity of MSV Investors, LLC not currently owned, directly or indirectly, by SkyTerra and (y) 100% of the MSV LP Units and MSV GP Shares held by the Columbia/Spectrum Blocker Corporations, in each case, such acquisition to occur no later than one day after the Initial Closing Date.
Each Member shall be permitted to implement any internal restructuring of any affiliated Blocker Corporations and special purpose vehicles so that any Blocker Corporation becomes a direct owner of Units and to facilitate the sale described in this Section 14.2.
None of Seller, the ▇▇▇▇▇ Blocker Corporations, the ▇▇▇▇▇ Member nor any of their respective Affiliates have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.