Blocker Entity definition

Blocker Entity means JGW Holdings, Inc., a Delaware corporation.

Blocker Entity means (a) any non-corporate entity whose sole assets consist, directly or indirectly, of Shares and cash or cash equivalents or (b) any corporation whose sole assets consist of Shares, interests in a non-corporate Entity described in clause (a), and cash or cash equivalents. A Blocker Entity may not conduct any business other than directly or indirectly holding the assets described in the prior sentence.

Blocker Entity. An entity treated as a corporation for United States federal income tax purposes and formed by the General Partner in connection with the acquisition or holding of a Portfolio Investment and/or in connection with an Alternative Investment Vehicle (including any Conduit Vehicle formed to invest therein) in order to address the tax, regulatory or other circumstances of one or more specific Partners’ participation in one or more Portfolio Investments, including compliance with the General Partner’s obligations under Section 6.2.

Examples of Blocker Entity in a sentence

• Onex holds its interest in Holdings LLC through two entities that are taxable as corporations for U.S. federal income tax purposes: the Preferred Blocker Entity (through which Onex holds its preferred unit interest in Holdings LLC) and the Common Blocker Entity (through which Onex holds its common unit interest in Holdings LLC).

• Following the consummation of this offering, the equity of the Preferred Blocker Entity, which holds preferred units of Holdings LLC, will be acquired by Ryan Specialty Group Holdings, Inc.

• The number of shares of Class A common stock issued in this offering will be equal to the number of LLC Units held by us after giving effect to the use of proceeds described herein (including the conversion of the preferred units held by the Preferred Blocker Entity to LLC Units).

• Prior to the consummation of this offering, and as a result of the Common Blocker Mergers and related transactions, Onex will exchange all of the equity interests in the Common Blocker Entity for 20,680,420 shares of Class A common stock and a right to participate in the Tax Receivable Agreement.

• Following the consummation of this offering, the equity of the Preferred Blocker Entity, which holds 260,000,000 preferred units of Holdings LLC, will be acquired by Ryan Specialty Group Holdings, Inc.

More Definitions of Blocker Entity

Blocker Entity means a Delaware limited liability company formed as a wholly-owned subsidiary of the Company to acquire limited liability company interests of either Rosmar Holdings, LLC or Silver State South Solar, LLC, and collectively, the Blocker Entities.

Blocker Entity has the meaning set forth in Section 16.5(b) (Taxes of Co-Entrepreneurship).

Blocker Entity means, with respect to any TGE Investor, any single-purpose blocker entity formed under the laws of the United States that owns (directly or indirectly) all or a portion of such TGE Investor’s interests in the Interests and that is either a corporation or an entity classified as an association taxable as a corporation for U.S. federal income tax purposes.

Blocker Entity means GGCOF EHL Blocker, LLC.

Blocker Entity means each of EBLP Blocker and Xxxxxx Xxxxxxx.

Blocker Entity shall have the meaning specified in Section 2.13(a).

Blocker Entity means any Person created by Cerberus or any of its Affiliates for the purposes of holding, directly or indirectly, any interest in the Company or any of its Subsidiaries, including without limitation, ETC Equity Holder LLC and ETC IP Participant LLC, whose sole asset shall be its interest in the Company.