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

• 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.

• 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”).

• 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.

• Additional department staff may be required to review the proposal document.

• Blocker shall have received from Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to Blocker, a written opinion dated the Closing Date to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, for United States federal income tax purposes, the Blocker Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

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 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 has the meaning given to such term in the Merger and Contribution Agreement.

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.