Blocker Interests definition

Blocker Interests has the meaning assigned that term in Section 7.02(n).
Sample 1Sample 2Sample 3
Blocker Interests has the meaning set forth in the Recitals.
Sample 1Sample 2Sample 3
Blocker Interests is defined in the recitals.
Sample 1Sample 2

Examples of Blocker Interests in a sentence

  • The Blocker Partners shall not sell, transfer, convey or assign the Blocker Interests to any other Person prior to the Blocker Closing.

  • No other Person owns or holds any equity interests or rights in Blocker and no Person other than Parent has any right to acquire any Blocker Interests.

  • The term “Blocker Closing” as used herein shall refer to the actual conveyance, transfer, assignment and delivery of the Blocker Interests to Parent (or its Subsidiary) in exchange for the consideration to be delivered at the Blocker Closing pursuant to and in accordance with Section 2.11(f).

  • All outstanding Blocker Interests have been duly authorized, validly issued, and are not subject to preemptive rights.

  • In connection therewith, Blocker Parent will convey all right, title, and interest in and to the applicable Blocker Interests (and indirectly the Class B Units held by such Blocker), free and clear of all Encumbrances (other than restrictions on transfer created by this Agreement or applicable securities Laws), to NEP Member or its nominee.

  • All the Blocker Interests have been duly authorized, have been validly issued and are fully paid and non-assessable.

  • Purchaser is acquiring the Blocker Interests and the Company Units solely for Purchaser’s own account, for investment purposes only, and not with a view to, or with any present intention of, reselling or otherwise distributing the Blocker Interests or the Company Units in violation of any federal or state securities Law.

  • Purchaser shall not transfer or otherwise dispose of any of the Blocker Interests or the Company Units acquired hereunder or any interest therein in any manner that may cause the Blocker Sellers or any Unitholder to be in violation of the Securities Act or any applicable state securities Laws.

  • 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).

  • Buyer is acquiring the Purchased Interests and the Blocker Interests for its own account as an investment without the present intent to sell, transfer or otherwise distribute the Purchased Interests or the Blocker Interests to any other Person.


More Definitions of Blocker Interests

Blocker Interests has the meaning set forth in the Recitals. “Blocker Seller 1” has the meaning set forth in the Preamble. “Blocker Seller 2” has the meaning set forth in the Preamble. “Blocker Sellers” means, collectively, Blocker Seller 1 and Blocker Seller 2. “Bonus Amounts” has the meaning set forth in Section 6.5(c). “Building Remediation Amount” means $3,142,857. “Business Day” means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or Order to close. “Buyer” has the meaning set forth in the Preamble.
Sample 1
Blocker Interests has the meaning set forth in the recitals. “Blocker Members” means Blocker and SWBC Craft, LLC. “Blocker Partners” has the meaning set forth in the caption. “Blocker Sale” has the meaning set forth in the recitals. “Blocker Seller” has the meaning set forth in the caption.
Sample 1
Blocker Interests is defined in the Recitals. “Blocker Member” or “Blocker Members” is defined in the Preamble. “Blocker Percentage Share” means, with respect to each Blocker Member, the percentage of interests owned in the relevant Blocker set forth opposite such Blocker Member’s name on Schedule 2 hereto under the heading “Blocker Percentage Share.” “Blocker Securities” means all outstanding Blocker Interests, membership or profits interests, stock, voting securities, or other ownership interests of the Blockers. “Business Day” means any day of the year on which national banking institutions in New York, New York, are open to the public for conducting business and are not required to close. “Buyer” is defined in the Preamble. “Buyer Disclosure Schedule” is defined in Article V. “Buyer Indemnified Parties” is defined in Section 10.2. “Buyer Prepared Returns” is defined in Section 7.2(b). “Cancellation and Issuance Agreement” is defined in Section 1.1(b). “Cap” is defined in Section 10.5(c). “Capital Lease Shares” means the whole number equal to (i) the aggregate amount of Capital Leases divided by (ii) the Parent Share Value. “Capital Leases” means all obligations of the Company and its Subsidiaries in respect of capital leases for vehicles, including vehicle financing liabilities, in accordance with the GAAP as of 12:01 a.m. Eastern Time on the Closing Date.
Sample 1
Blocker Interests has the meaning set forth in the Background.
Sample 1
Blocker Interests means the membership interests of the Blocker.
Sample 1
Blocker Interests is defined in the Preamble.
Sample 1

Related to Blocker Interests

  • Membership Interests has the meaning set forth in the recitals.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Ownership Interests means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.

  • LLC Interests shall have the meaning given to such term in Section 6.1.

  • Aggregate Voting Interests The aggregate of the Voting Interests of all the Certificates under this Agreement.

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • Purchased Interests has the meaning set forth in the Recitals.

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • Voting Equity Interests means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

  • REMIC II Interests means, collectively, the REMIC II Regular Interests and the Class R-II Certificates.

  • Other Interests means the legal or equitable estates or interests and other rights in relation to the determination area described in Schedule Five and referred to in paragraph 14;

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • Class B Interests As set forth in the Trust Agreement.

  • Contributed Interests has the meaning set forth in the recitals to this Agreement.

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Class A Membership Interest means a Class A Membership Interest in Holdings.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Company Interests has the meaning set forth in the Recitals.

  • New Equity Interests means the limited liability company