Blocker Merger Sub I definition

Blocker Merger Sub I means TPG Pace Blocker Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of TPG Pace;

Blocker Merger Sub I has the meaning specified in the Preamble hereto.

Blocker Merger Sub I. Picasso Merger Sub II, LLC, a Delaware limited liability company (“Blocker Merger Sub II”), Picasso Merger Sub III, LLC, a Delaware limited liability company (“Company Merger Sub”), Carlyle Partners VII Pacer Holdings, L.P., a Delaware limited partnership (“Pacer Holdings”), CP VII Pacer Corp., a Delaware corporation (“Pacer Corp. Blocker”), CP VII Pacer EU L.P., a Delaware limited partnership (“Pacer L.X. Xxxxxxx”), Packable Holdings, LLC, a Delaware limited liability company (formerly known as Entourage Commerce, LLC, the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the initial Holder Representative (as defined in the Merger Agreement) (the “Holder Representative”) and that certain Second Amendment thereto, dated as of January 21, 2022, by and between HTP, Blocker Merger Sub I, Blocker Merger Sub II, Company Merger Sub, Pacer Holdings, Pacer Cop. Blocker, Pacer L.X. Xxxxxxx, Merger Sub, GPI Capital Gemini HoldCo LP, a Delaware limited partnership, GPI Blocker, the Company and the Holder Representative, has been approved, adopted, certified, executed and acknowledged by each of the constituent companies in accordance with Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCA”).

Examples of Blocker Merger Sub I in a sentence

• As a result of the First Blocker Merger, the separate corporate existence of Blocker Merger Sub I shall cease, and Pacer Corp.

• At the Blocker Effective Time, by virtue of the Blocker Mergers and without any action on the part of the Blocker Merger Subs or HTP, the certificate of formation of Blocker Merger Sub I and Blocker Merger Sub II shall become the certificate of formation of Surviving Pacer Corp.

• At the Blocker Mergers Effective Time, by virtue of the Blocker Mergers and without any action on the part of any Party, each equity interest of Blocker Merger Sub I and Blocker Merger Sub II, respectively, that is issued and outstanding immediately prior to the Blocker Mergers Effective Time shall cease to be outstanding and shall be converted into one validly issued equity interest and limited liability company unit of Surviving Pacer Corp.

• Upon the terms and subject to the conditions set forth herein, and in accordance with the DGCL, at least one day following the Domestication, at the Blocker Mergers Effective Time, Blocker Merger Sub I shall be merged with and into the Pacer Corp.

• The First Blocker Merger shall be evidenced by a Certificate of Merger between Blocker Merger Sub I and Pacer Corp.

• Blocker shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of Blocker Merger Sub I and Pacer Corp.

• Some insurance companies will pay for a hearing test ordered by a doctor and completed in the doctor’s office.

• Blocker”), CP VII Pacer EU L.P. (“Pacer X.X. Xxxxxxx”), the Company, and Shareholder Representative Services LLC, solely in its capacity as the representative, agent and attorney-in-fact of the Holders under the Merger Agreement: (i) Blocker Merger Sub I shall be merged with and into Pacer Corp.

• Blocker, whereupon the separate corporate existence of Blocker Merger Sub I ceased and Pacer Corp.

• Blocker, whereupon the separate corporate existence of Blocker Merger Sub I shall cease and Pacer Corp.

More Definitions of Blocker Merger Sub I

Blocker Merger Sub I. TPG Pace Blocker Merger Sub II Inc., a Delaware corporation (“Blocker Merger Sub II” and together with Blocker Merger Sub I, the “Blocker Merger Subs” and, together with Company Merger Sub, the “Merger Subs”), Live Learning Technologies LLC, a Delaware limited liability company (the “Company”), and, solely for the purposes of Section 9.13, Section 9.14 and Section 9.18, the Blocker Holders (as hereinafter defined, (“Blocker Holders”). Pace, the Blockers, the Merger Subs and the Company shall be referred to herein from time to time collectively as the “Parties” or individually as a “Party”.