Blocker Entities definition
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.
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.
Applying (3.17), [u] = ∑ [w] ×p [u : w]w∼τ= ∑ ([w1] × [w2]) ×p [u : w] where w = w1 × w2.w∼τNow observe that each of the terms on the RHS, [u : w], [w1], [w2] have degree at most du/2, as we wanted.
All limited liability interests of the Blocker Entities owned by PubCo will be cancelled in connection with the Second Step Mergers.