Blocker Owners definition

Blocker Owners means the owner of the equity interests of the Blockers. “Board” means the board of directors of JIH.
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Blocker Owners means, with respect to the Pacer Corp. Blocker, CP VII Pacer Holdings, L.P., and with respect to the Pacer X.X. Xxxxxxx, CP VII Pacer AIF Holdings, S.C.Sp.
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Blocker Owners shall have the meaning set forth in the Preamble.
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Examples of Blocker Owners in a sentence

  • The total consideration to be paid to the Fathom Blocker Owners and the Continuing Fathom Unitholders at the Closing shall equal the aggregate of (w) the Closing Cash Consideration, (x) the Closing Seller Equity Consideration and (y) the Fathom Earnout Consideration (together, the “Fathom Consideration”).

  • Tempo shall have delivered to FTAC counterparts to each of the Investor Rights Agreement, the Registration Rights Agreement, the Tempo Operating Agreement, the Tax Receivables Agreement and the Aon Deferred Consideration Letters to be entered into by any of Tempo, the Tempo Blockers, the Tempo Blocker Owners or the Continuing Tempo Unitholders in connection with the Closing, duly executed by each such Person.

  • No Holder shall be entitled to receive any Per Company Participating Unit Merger Consideration or, if the Company Series B Preferred Units are not Participating Units, any Per Company Series B Preferred Unit Merger Consideration, in each case, unless such Holder has delivered to the Company (or the Exchange Agent, on behalf of the Company) a Letter of Transmittal, TRA Counterpart and with respect to the Holders other than the Blocker Owners, an LLCA Counterpart and Exchange Agreement Joinder.

  • Notwithstanding anything herein to the contrary, the Company Equityholders or Blocker Owners, as applicable, at their sole cost and expense, shall be solely responsible for filing all of the Tax Returns required to be filed by the Company Equityholders or Blocker Owners, as applicable, and paying all of the Taxes due and owing by the Company Equityholders or Blocker Owners, as applicable (including to the extent attributable to income of any Group Company that flows up to the Company Equityholders).

  • The representations and warranties in this Section 2.3 are the sole and exclusive representations and warranties of the Blocker Owners concerning Tax matters of the Blocker Entities.

  • The representations and warranties of (i) Splitter and each Blocker Owner contained in Section 5.01 (Organization), Section 5.02 (Authority Relative to This Agreement) and Section 5.05 (Brokers) and (ii) each Blocker Owner contained in Section 5.04 (Blocker Owners), in each case, shall be true and correct in all respects as of the Closing as though made on the Closing).

  • Any expenses or taxable income incurred by the Equityholder Representative in connection with the performance of its duties under this Agreement or any Ancillary Agreement shall not be the personal obligation of the Equityholder Representative but shall be payable by and attributable to the Blocker Owners, Company Unitholders and Company Optionholders based on each such Blocker Owner’s Company Unitholder’s and Company Optionholder’s Pro Rata Percentage.

  • In addition, in no event shall the Blocker Owners have any obligation to indemnify Parent or Indemnified Persons for any Taxes attributable to or resulting from actions taken by Parent after the Closing.

  • The Equityholder Representative may resign from its position as Equityholder Representative at any time by written notice delivered to the Buyer, the Blocker Owners and the Company Unitholders.

  • At least twenty (20) days prior to the date on which any Pre-Closing Tax Return is required to be filed (taking into account any valid extensions), the Blocker Owners shall submit such Pre-Closing Tax Return to Parent for Parent’s review.


More Definitions of Blocker Owners

Blocker Owners means, collectively, BCP AIV Investor Holdings, L.P., a Delaware limited partnership, BCP Strategic AIV Investor Holdings-2, L.P., a Delaware limited partnership, and BCP AIV Investor Holdings-3, L.P.
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Blocker Owners means, collectively, the Insight Blocker Owners, the Xxxxxxx Xxxxxxx Owners and the PDI Blocker Owners.
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Blocker Owners means, collectively, the stockholders of the Blockers.
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Blocker Owners means, with respect to each Blocker, the Person(s) set forth corresponding to such Blocker on Section 5.5 of the Blocker Disclosure
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Blocker Owners means, with respect to each Blocker, the Person(s) set forth corresponding to such Blocker on Section 5.5 of the Blocker Disclosure Letter.
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Blocker Owners means, with respect to each Blocker, the Person(s) set forth corresponding to such Blocker onSection 5.5 of the Blocker Disclosure Letter. “Blocker Provisions” has the meaning specified in the Preamble.
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Related to Blocker Owners

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

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • Company Shareholders means holders of Company Shares.

  • Participating Entities and “Participating Entity” are defined on the Coversheet.

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.