Examples of Blocker Entities in a sentence
An estimated schedule (the “Estimated IPO Date Attribute Schedule”) of (a) the Blocker Attributes of each of the Blocker Entities as of December 31, 2019 and as of the IPO Date, (b) the period (or periods) over which the tax basis of any Reference Asset that is a Blocker Attribute is amortizable and/or depreciable and (c) any applicable limitations on the use of the Blocker Attributes for tax purposes (including under Section 382 of the Code) is set forth on Exhibit B to this Agreement.
For purposes of clarity, the amounts distributable under this Section 3.4(b) are intended to reimburse the Applicable Blocker Entities that are classified as corporations for federal income tax purposes (on a fully grossed up basis) for all such taxes and expenses incurred by such Applicable Blocker Entities in the event that such a transaction cannot be structured as a disposition of the outstanding securities of Applicable Blocker Entities.
All limited liability interests of the Blocker Entities owned by PubCo will be cancelled in connection with the Second Step Mergers.
If an Exchange or Reorganization Transaction subsequently occurs with respect to Units (including Units held by Blocker Entities) 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.
As a result of and immediately following the Mergers, the Common Stock received by the Blocker Entities pursuant to Section 2.3, which immediately following the Mergers were held by PubCo, shall be canceled.