Blocker Percentage definition
Examples of Blocker Percentage in a sentence
The aggregate purchase price to be paid by Purchaser to Seller in consideration of the Purchased Interests is (i) the product of (x) the Enterprise Value and (y) the Blocker Percentage (ii) (A) plus the Blocker Closing Adjustment (if the Blocker Closing Adjustment is positive) or (B) minus the absolute value of the Blocker Closing Adjustment (if the Blocker Closing Adjustment is negative) (the “Purchase Price”).
TPG may, in its sole discretion, elect to reduce the Blocker Percentage to an amount less than 2.2799% by delivering a notice to each of the Parties no later than two (2) Business Days prior to the Closing Date, which notice shall specify the reduced Blocker Percentage.
Following the consummation of the Blocker Restructuring Transactions, the Blocker Held Units will constitute the Blocker Percentage of the issued and outstanding common BRS LLC Units and the Blocker Percentage of the issued and outstanding common Equity Interests of BRS Newco.
Following the consummation of the Blocker Restructuring Transactions, the Company will be the record and beneficial holder of the product of (x) the Blocker Percentage and (y) 1,000 Common Units of BRS LLC and the product of (i) the Blocker Percentage and (ii) 1,000 Common Units of BRS Newco (collectively, the “Blocker Held Units”).
To the extent the Debt-Financed Distribution Amount exceeds $1,625,000,000, an amount equal to the Blocker Percentage of the excess distributed to Blocker as the Blocker Distribution Amount shall reduce the Synthetic Dividend Payment payable under the Seller Note (but not below zero).