Blocker Purchase definition

Blocker Purchase has the meaning set forth in the Recitals.
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Blocker Purchase has the meaning set forth in the Recitals. "Blocker Purchase Price" has the meaning set forth in Section 1.02.
Sample 1

Examples of Blocker Purchase in a sentence

  • The closing of the Blocker Purchase shall take place on the Closing Date immediately prior to the Effective Time (the "Blocker Closing"); provided that, in the event the Merger does not become effective, the Blocker Closing shall be deemed void and to not have occurred.

  • If the Parent is obtaining financing from a third party in connection with the transaction contemplated hereby, the Parent shall furnish or cause to be furnished to the Company and the Representative copies of any solvency opinions or similar materials obtained by the Parent from third parties in connection with the financing of the transactions contemplated by this Agreement and the Blocker Purchase Agreements, to the extent contractually permitted by the issuer of such opinion.

  • No consent, approval or authorization of any Governmental Entity or any other party or Person is required to be obtained by the Parent or the Merger Sub in connection with its execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby or by the Blocker Purchase Agreements.

  • The Person acting as the Sellers’ Representative may be changed from time to time by approval of the holders of a majority of the outstanding Company Units immediately prior to the Closing (prior to giving effect to the Pre-Closing Reorganization or the Blocker Purchase), upon not less than fifteen (15) calendar days’ prior written notice to Buyers and the current Sellers’ Representative.

  • Immediately after giving effect to the transactions contemplated by this Agreement and the Blocker Purchase Agreements, the Surviving Company and each of its Subsidiaries shall have adequate capital to carry on their respective businesses.

  • Neither the Parent nor the Merger Sub is subject to or obligated under its certificate or articles of incorporation, its bylaws (or similar organizational documents), any applicable Law, or any material Contract, or any Permit, or subject to any Order, which would be breached or violated in any material respect by the Parent’s or the Merger Sub’s execution, delivery or performance of this Agreement or the Blocker Purchase Agreements or the consummation of the transactions contemplated hereby or thereby.

  • The obligations of the Parent and, as applicable, the Merger Sub under this Agreement and the Blocker Purchase Agreements are not subject to any conditions regarding the Parent’s, the Merger Sub’s, their respective Affiliates’ or any other Person’s ability to obtain any financing for the consummation of the transactions contemplated hereby or by the Blocker Purchase Agreements.

  • The execution, delivery and performance of this Agreement and the Blocker Purchase Agreements by the Parent and, as applicable, the Merger Sub and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or limited liability company action, and no other proceedings on their part are necessary to authorize the execution, delivery or performance of this Agreement and the Blocker Purchase Agreements.

  • The Parent has and shall have at the Closing sufficient cash and/or available lines of credit under its existing credit facilities (the “Parent Credit Facilities”) to make payment of all amounts to be paid by it hereunder and under the Blocker Purchase Agreements on and after the Closing Date.

  • There are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement or the Blocker Purchase Agreements based on any agreement made by or on behalf of the Parent or the Merger Sub.

Related to Blocker Purchase

  • Power Purchaser means the entity that is purchasing the capacity and energy to be transmitted under the Tariff.

  • Power Purchase Agreement or "PPA"" shall mean this Power Purchase Agreement including its recitals and Schedules, amended or modified from time to time in accordance with the terms hereof.

  • Other Purchasers is defined in Section 2.

  • Shareholder-Initiated Transfer Purchase means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract to a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollment such as transfer of assets within a Contract to a Fund as a result of “dollar cost averaging” programs, insurance company approved asset allocation programs, or automatic rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) one-time step-up in Contract value pursuant to a Contract death benefit; (iv) allocation of assets to a Fund through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (v) pre-arranged transfers at the conclusion of a required free look period.

  • Noteholder Purchase Notice has the meaning assigned to such term in Section 12.

  • Master Purchase Agreement means the master purchase agreement between the Holder and the Corporation dated as of January 30, 2023;

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Pre-Closing Taxable Period means any taxable period ending on or before the Closing Date.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Series B Purchase Agreement has the meaning set forth in the Recitals.

  • Regular Purchase Notice means, with respect to any Regular Purchase pursuant to Section 2(a) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares at the applicable Purchase Price as specified by the Company therein on the Purchase Date.

  • LLC Units has the meaning set forth in the LLC Agreement.

  • Foreign Purchaser has the meaning assigned thereto in Section 8(d).

  • Investor Warrants has the meaning given it in the recitals of this Agreement.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Designated Transaction means a Transaction which fulfils the following requirements:

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

  • U.S. Purchaser means any purchaser of the Offered Securities that is, or is acting for the account or benefit of, a person in the United States, or any person offered the Offered Securities in the United States.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.