Examples of Blocker Holders in a sentence
The Corporate Taxpayer may terminate this Agreement at any time by paying (i) to each TRA Holder the Early Termination Payment due to such TRA Holder pursuant to Section 4.5(b) and (ii) to each Blocker Holder the Early Termination Payment under the Blocker Holders TRA (such termination, an “Early Termination”); provided that the Corporate Taxpayer may withdraw any notice of exercise of its termination rights under this Section 4.1 prior to the time at which any Early Termination Payment has been paid.
The Parent, the Blocker Holders, and the Members named as Parties thereto shall have executed and delivered the Registration Rights Agreement, as set forth on Exhibit C (the “Registration Rights Agreement”).
The Company, Parent, Merger Sub, Members, Blockers and Blocker Holders are sometimes collectively referred to herein as the “Parties” and individually as a “Party” and the Members, Blockers, and Blocker Holders are collectively referred to herein as the “Holders.” Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in Section 8.
The Company and the Members agree to reasonably cooperate with Investor Member and the Blocker Holders to effect a sale of Blocker Interests, including cooperation with respect to distributions of the applicable portions of the Equity Securities held by Investor Member, directly or indirectly, to effect any Transfer of Equity Securities in accordance with Section 7.1(b).
Notwithstanding anything in this Agreement to the contrary, (i) no amendment may be made to the Blocker Holders TRA unless a substantially similar amendment is made to this Agreement, (ii) any and all copies of amendments and / or waivers to the Blocker Holders TRA must be provided to the TRA Holders, and (iii) all documentation delivered by the Corporate Taxpayer to both the TRA Holders and the Blocker Holders, or such parties’ respective Agent, must be substantially the same.
Modified versus conventional ultrafiltration in pediatric cardiac surgery: a meta-analysis of randomized con- trolled trials comparing clinical outcome pa- rameters.
On June 17, 2020, the Company completed a merger (the “Merger”) of a wholly-owned subsidiary Compass Therapeutics LLC (“Compass LLC”) pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among the Company, Olivia Ventures, Inc., Acquisition Sub, Compass Therapeutics, Blockers, Blockers Merger Subs and Blocker Holders and, as a result of, Compass LLC became a wholly-owned subsidiary of the Company.
Each of the Company and the Parent shall take all necessary action on its part such that the issuance of the Merger Shares to Company Unitholders and the Blocker Merger Shares to Blocker Holders is exempt from registration under the Securities Act.
The Company and the Members agree to reasonably cooperate with Investor Member and the Blocker Holders to effect a sale of Blocker Interests, including cooperation with respect to distributions of the applicable portions of the Equity Securities held by Investor Member, directly or indirectly, to effect any Transfer of Equity Securities in accordance withSection 7.1(b).
Pace, Blocker Merger Subs, the Blockers, Blocker Holders and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.