Blocker Member definition

Blocker Member means (x) any Blocker that directly (or indirectly through an entity that is taxable as a flow through for U.S. federal income tax purposes) holds Membership Interests in respect of Common Units and that is controlled, directly or indirectly, by Silver Lake Group, L.L.C., KKR North America Fund XI AIV GP LLC, Flash Entertainment FZ-LLC or any other Parent of the January Capital Member, WME Entertainment Parent, LLC, the Xxxxxxxx Member or the Xxxx Xxxxx Member, respectively, or Permitted Transferees thereof, (y) any Blocker the interests of which are owned by a transferee to whom the right to have the Blocker be deemed a “Blocker Member” have been assigned in accordance with Section 14.04(c) hereof and (z) solely with respect to Section 11.01(a) and Section 11.01(e), up to three Blockers controlled, directly or indirectly, by MSD Capital, L.P. or MSD Partners, L.P. that (1) hold Membership Interests in respect of Common Units (and only Common Units), (2) at all times complies with the Blocker Covenant and (3) complies with the obligations of Section 11.01(e).
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Blocker Member means H.I.G. Growth — AdTheorent, LLC, a Delaware limited liability company. “Business Combination” means the transactions contemplated by the Business Combination Agreement. “Closing” means the consummation of the Business Combination.
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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.
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Examples of Blocker Member in a sentence

  • For clarity, without limiting the generality of the foregoing, any Transfer of Equity Securities of a Blocker Member shall be subject to the provisions of this Article X as if such Transfer were a Transfer of Units or Membership Interests mutatis mutandis, subject to the proviso set forth in the first sentence of this Section 10.10.

  • The Company shall use commercially reasonable efforts to cause any such merger or transfer of a Blocker Member to qualify as a tax-free reorganization for U.S. federal and applicable state and local income tax purposes.

  • In connection with any such election by a Blocker Member, a creditworthy Person as may be agreed to by the Blocker Member and the buyer shall indemnify the buyer (without limitation as to survival, deductible or cap) for 100% of any liabilities of the Blocker Member incurred, or arising in respect of the period, prior to the closing of such transaction and that such buyer would not have incurred or become subject to but for the Blocker Member exercising its rights under this Section 10.10.

  • Without limiting the indemnification obligations of a Blocker Member to a buyer in accordance with this Section 10.10, the immediately preceding sentence shall be the sole remedy in the case of any breach of the Blocker Covenant.

  • Until the delivery of a duly completed and validly executed Letter of Transmittal as contemplated by this Section 2.18(b), each Unit (other than a Cancelled Unit or any Unit held by any Blocker Member) shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery the applicable consideration payable hereunder, without interest.

  • The Blocker Member has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions.

  • Buyer shall be entitled to satisfy indemnification obligations of the Blocker Members set forth in Section 10.3 at its option either from the Indemnification Escrow Amount based on the Blocker Members’ Percentage Shares of the Indemnification Escrow Amount (solely up to such Blocker Member’s remaining portion of the Indemnification Escrow Amount) or directly from the breaching Blocker Member that gave rise to such indemnity obligations or a combination thereof.

  • This Agreement has been duly and validly executed and delivered by the Blocker Member and, assuming due authorization, execution and delivery by Parent and the Merger Sub Entities constitutes a legal, valid and binding obligation of the Blocker Member, enforceable against the Blocker Member in accordance with its terms, subject to the Remedies Exceptions.

  • Parent, the Merger Sub Entities, the Blocker, Blocker Member and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

  • Prior to the effective date of the Registration Statement, Parent shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of New Parent Common Stock, the Exchanged Options and or Exchanged Units, in each case to be issued or issuable to the Blocker Member and the Company Members pursuant to this Agreement.

Related to Blocker Member

  • Founder Member means a subscriber to these rules for the purposes of registration;

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

  • Founding Member means any individual who is either:

  • Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

  • Staff member means a staff member as defined in section 1(1) of the Public Service Act, 1995 (Act No. 13 of 1995);

  • Unit Holder means a person holding units in the scheme of the Mutual Fund.

  • New member means a person first employed on or after Septem- ber 1, 2005, including a former member who withdrew retirement contributions under Government Code 822.003 and is reemployed on or after September 1, 2005.

  • Unitholder means a person holding units in the scheme of the Mutual Fund.

  • Individual Member means a registered, financial Member of the Club who is at least 18 years of age.

  • Contributing Partner means each Partner contributing (or deemed to have contributed on termination and reconstitution of the Partnership pursuant to Section 708 of the Code or otherwise) a Contributed Property.

  • ☐ - MULTI-MEMBER The “Capital Account” for each Member shall mean the account created and maintained for the Member in accordance with Section 704(b) of the Internal Revenue Code and Treasury Regulation Section 1.704-1(b)(2)(iv).

  • Contributing Member shall have the meaning set forth in Section 3.2(b).

  • Blocker means an employee engaged in one or more of the following operations in a Millinery Sector establishment:

  • Limited Partner means, prior to the admission of the first Additional Limited Partner to the Partnership, the Initial Limited Partner, and thereafter any Person named as a Limited Partner in Exhibit A, as such Exhibit may be amended from time to time, upon the execution and delivery by such Person of an additional limited partner signature page, or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a Limited Partner of the Partnership.

  • Managing Member means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the Issuer Limited Liability Company Agreement.

  • Co-opted Member means a person who is not a member of the authority but who-

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • Preferred Member means a Member holding Preferred Units.

  • Employee Member means a member of the “Bargaining Unit”.

  • Related member means a person that, with respect to the taxpayer during all or any portion of the taxable year, is either a related entity, a component member as defined in section 1563(b) of the Internal Revenue Code, or a person to or from whom there is attribution of stock ownership in accordance with section 1563(e) of the Internal Revenue Code except, for purposes of determining whether a person is a related member under this division, "twenty per cent" shall be substituted for "5 percent" wherever "5 percent" appears in section 1563(e) of the Internal Revenue Code.

  • Designated member means the spouse, child, grandchild, parent, brother, or sister of a deceased individual who owned an interest in a wholesaler, who is entitled to inherit the deceased individual's ownership interest in the wholesaler under the terms of the deceased individual's will, or who has otherwise been designated in writing by the deceased individual to succeed the deceased individual in the wholesaler's business, or is entitled to inherit such ownership interest under the laws of intestate succession of this state. With respect to an incapacitated individual owning an ownership interest in a wholesaler, the term means the person appointed by a court as the conservator of such individual's property. The term also includes the appointed and qualified personal representative and the testamentary trustee of a deceased individual owning an ownership interest in a wholesaler.

  • Class B Limited Partner means any Person executing (by power of attorney or otherwise) this Agreement as of the date hereof as a Class B Limited Partner or hereafter admitted to the Partnership as a Class B Limited Partner as herein provided, but shall not include any Person who has ceased to be a Class B Limited Partner in the Partnership.

  • Life Member means an Individual appointed as a Life Member of the Club under clause 5.2.

  • Council Member means a member of the Council;

  • Other Member means a Voting Member who is not an Eligible Account Holder or a Supplemental Eligible Account Holder.

  • Class A Member means a Member holding one or more Class A Ordinary Shares.