Blocker Merger definition

Blocker Merger the merger of Blocker Mergersub with and into Waterworks Blocker, with Waterworks Blocker being the survivor of such merger.

Blocker Merger has the meaning set forth in the Recitals.

Blocker Merger has the meaning set forth in the Recitals of this Agreement.

Examples of Blocker Merger in a sentence

• Merger Sub C shall be the surviving limited liability company in the Blocker Merger and shall continue its limited liability company existence under the laws of the State of Delaware, and shall succeed to and assume all of the rights and obligations of Blocker and Merger Sub C in accordance with the DLLCA.

• No statute, rule, regulation, executive or other order shall have been enacted, issued or promulgated by any Governmental Entity and no preliminary or permanent injunction or temporary restraining order or prohibition issued by a court or other Governmental Entity (collectively, “Restraints”) preventing or rendering illegal the consummation of either the Knight Merger, the GETCO Merger or the Blocker Merger shall be in effect.

• For federal income tax purposes, (i) it is intended that the Mergers, taken together, shall be treated as a transaction described in Section 351 of the Code, (ii) it is intended that the Blocker Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (iii) it is intended that this Agreement shall constitute, and is adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

• The Parties acknowledge and hereby agree to treat for U.S. federal income tax purposes any payments made to a Blocker Corporation Owner under this Agreement as additional consideration described as “other property” within the meaning of Section 356 of the Code pursuant to the applicable Blocker Merger, except with respect to Imputed Interest.

• Upon the terms and subject to the conditions set forth in this Agreement, immediately following the Blocker Merger, at the Knight Effective Time (as defined in Section 1.5), Merger Sub A shall be merged with and into Knight in accordance with the Delaware General Corporation Law (the “DGCL”).

More Definitions of Blocker Merger

Blocker Merger means, with respect to a Blocker, the merger of a new, first-tier merger subsidiary of the Corporation with and into the Blocker, with the Blocker surviving, followed by the merger of the Blocker with and into the Corporation, with the Corporation surviving.

Blocker Merger means the merger of each of the Blocker Corporations with and into a limited liability company subsidiary of Parent, with such subsidiary as the surviving entity, in accordance with a certain merger agreements dated May 22, 2018, by and between a subsidiary of Parent and the respective Blocker Corporations in exchange for Class A Common Stock of Parent and the rights to payments of additional consideration as described in this Agreement.

Blocker Merger has the meaning assigned that term in Section 7.02(n).

Blocker Merger has the meaning ascribed thereto in the Business Combination Agreement.

Blocker Merger has the meaning assigned to such term in Section 5.12(b)(x)(A).

Blocker Merger is defined in the recitals.

Blocker Merger means that certain merger transaction consummated on the day immediately preceding the Closing Date and any transaction related thereto, which resulted in the Blocker merging with and into the Corporation, with the Corporation remaining as the surviving corporation.