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

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

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”.

Examples of Blocker Merger Sub II in a sentence

Upon the terms and subject to the conditions set forth herein, and in accordance with the LLC Act, at the Blocker Mergers Effective Time, simultaneous with the First Blocker Merger, Blocker Merger Sub II shall be merged with and into the Pacer X.X. Xxxxxxx.
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.
Blocker, as provided in the DGCL and (ii) Surviving Pacer X.X. Xxxxxxx 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 II and Pacer X.X. Xxxxxxx, as provided under the LLC Act.
The Second Blocker Merger shall be evidenced by a Certificate of Merger between Blocker Merger Sub II and Pacer X.X. Xxxxxxx in substantially the form of Annex E (“Certificate of Merger II”).
As a result of the Second Blocker Merger, the separate limited liability company existence of Blocker Merger Sub II shall cease, and Pacer X.X. Xxxxxxx shall continue as the surviving company and as a wholly owned subsidiary of Surviving Pubco (sometimes referred to, in such capacity, as the “Surviving Pacer X.X. Xxxxxxx” and together with the 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.

Related to Blocker Merger Sub II

Merger Sub II has the meaning set forth in the Preamble.
Merger Sub I has the meaning set forth in the Preamble.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Merger Sub 1 has the meaning set forth in the Preamble.
First Merger shall have the meaning given in the Recitals hereto.
MergerSub has the meaning set forth in the Preamble.
Merger Sub Board means the board of directors of Merger Sub.
MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.
Merger Sub has the meaning set forth in the Preamble.
Merger Subsidiary has the meaning set forth in the preamble to this Agreement.
Company Merger has the meaning set forth in the recitals hereto.
Blocker has the meaning set forth in the preamble.
Effective Time has the meaning set forth in Section 2.2.
Merger Closing means the “Closing” as defined in the Merger Agreement.
Second Merger has the meaning set forth in the Recitals.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Surviving Entity has the meaning set forth in Section 2.1.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.
Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.
Acquisition Sub shall have the meaning set forth in the Preamble.
Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.
Merger Subs has the meaning set forth in the Preamble.
Closing Merger Consideration has the meaning set forth in Section 2.02

Blocker Merger Sub II definition

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