Blocker Entity definition
Examples of Blocker Entity in a sentence
For the avoidance of doubt, this provision shall not apply to an election to effect the liquidation or merger of any Blocker Entity.
From and after the applicable Blocker Election Date, the Class B Member Representative shall be permitted to require the Company to cause the applicable Blocker Entity to liquidate for U.S. federal income tax purposes (in each case, to the extent not previously liquidated prior to such date).
For the avoidance of doubt, in the event that a portion of the consideration associated with a Blocker Event is contingent or in the form of a holdback or otherwise payable following consummation of such Blocker Event, such contingent consideration shall be paid directly to the Holders and sellers of the shares of any applicable Blocker Entity.
The U.S. federal, state and local income Tax classification of Trilogy Holdings and the Blocker Entity and the effective date of any IRS Form 8832 filed by any such entity is set forth on Schedule 4.08.
Within one hundred and eighty (180) calendar days after the filing of the U.S. federal income Tax Return of each Blocker Entity for the short Taxable Year including the Reorganization Transactions, the Corporation shall update the Estimated IPO Date Attribute Schedule to reflect the actual Blocker Attributes reflected on such Tax Returns and shall deliver such updated schedule (the “IPO Date Attribute Schedule”) to Searchlight and Rook.