Blocker Members definition

Blocker Members means, as of the date hereof, Splitter I and Splitter II, and after giving effect to the ECP Equity Transfers and immediately prior to the Closing, Blocker I, Blocker II and ECP GP.
Sample 1Sample 2
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 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

Examples of Blocker Members in a sentence

  • Each Unitholder (or its designee) (other than the Blocker Members) shall promptly furnish to Parent such information regarding Unitholder (or its designee) (other than the Blocker Members) and the plan of distribution for the Registrable Shares proposed by the Unitholder (or its designee) (other than the Blocker Members) as Parent may request in writing and as shall be required in connection with any registration, qualification or compliance referred to herein.

  • As of immediately prior to the Closing Date, all rights and powers to vote the Blocker Interests are held exclusively by the Blocker Members listed on Schedule 2.

  • Notwithstanding anything to the contrary herein, any payments under this Agreement to the Blocker Members shall be paid directly by Parent, and any payments under this Agreement to the Rollover Members and the Management Holdings Members shall be paid directly by Holdco.

  • On the Closing Date and upon the terms set forth herein and in consideration of the Purchase Price, the Blocker Members shall sell, assign, convey, transfer and deliver the Blocker Interests to Buyer, and Buyer shall purchase from each Blocker Member as set forth on Schedule 2, and take delivery of, all of the Blocker Interests held by such Blocker Members as listed on Schedule 2, free and clear of all Liens (other than transfer restrictions under applicable securities Laws).

  • If an Acceleration Event occurs during the Earn-Out Period, then, notwithstanding the actual Adjusted EBITDA during the Earn-out Period, the Company shall pay to the Securityholders’ Representative (on behalf of the Unitholders (other than the Blocker Members)) an amount equal to (x) the Earn-Out Cap minus (y) the sum of all previously paid Earn-Out Payments.

  • If the Unitholders (other than the Blocker Members) breaches their respective covenants under this Section 6.12(c), Parent may exclude the Registrable Shares held by such Unitholder (or its designee) from the Registration Statement until such time as the breach is cured.

  • If an Acceleration Event occurs during the Earn-Out Period, then, notwithstanding the actual Adjusted EBITDA during the Earn-out Period, the Company shall pay to the Securityholders’ Representative (on behalf of the Unitholders (other than the Blocker Members)) an amount equal to (x) the Earn-Out Cap minus (y) the sum of all previously paid Earn- Out Payments.

  • All rights and powers to vote the Blocker Interests as of the date of this Agreement are held exclusively by the Blocker Members listed on Schedule 2.

  • As of the date of this Agreement, all of the Blocker Interests are owned of record, legally and beneficially, by the Blocker Members listed on Schedule 2.

  • As of immediately prior to the Closing Date, all of the Blocker Interests will be owned of record, legally and beneficially, by the Blocker Members listed on Schedule 2.


More Definitions of Blocker Members

Blocker Members means Blocker and SWBC Craft, LLC.
Sample 1

Related to Blocker Members

  • Class B Members means any Persons to whom Class B Membership Units are issued, and any assignee or transferee of such Persons permitted under the terms of this Agreement, and any other Person admitted to the Company in the future as a Class B Member pursuant to the terms hereof. The names of the Class B Members, and the Percentage Interests allocated to each such Class B Member, shall be reflected in the books and records of the Company.

  • Founding Members means those public school districts, cities, counties, and other governmental units that are signatories to the Joint Powers Agreement and have a voting member serving on the JPA's Board of Directors.

  • New Members As Defined By the Public Employees’ Pension Reform Act of 2013 (PEPRA)

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

  • Class A Members means those Members who have purchased Class A Interests.

  • Blocker has the meaning set forth in the preamble.

  • Unitholders means the holders of Units.

  • Initial Members means those Persons whose names are set forth in the first sentence of this Agreement. A reference to an “Initial Member” means any of the Initial Members.

  • Voting Members has the meaning set forth in Section 4.07(b).

  • 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.

  • Unit Holders means all Unit Holders.

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

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

  • Associate Members means the individuals or firms which have agreed to Joint Venture in connection with the Project;

  • Preferred Member means a Member holding Preferred Units.

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

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Class C Member means a Member holding the Class C Ordinary Share.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Remaining Members has the meaning set forth in Section 11.2.

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

  • Partnership Percentage means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners’ initial Partnership Percentages shall be proportionate to the Partners’ initial Capital Contributions to the Partnership. Thereafter, subject to Section 1.68(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in Section 1.68(f).

  • Team Members means the members of the Team, jointly and severally;

  • Partnership Representative has the meaning set forth in Section 5.2(a).