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

  • Each of the undersigned Noteholders hereby waives the restrictions set forth in Section 3(g)(viii), of each of the BM Notes to permit, and hereby consents for all other purposes under the BM Note to, the entry into and the consummation of the transactions contemplated by the Purchase Agreement, including, without limitation, the Blocker Purchase and the Merger.

  • Pubco hereby irrevocably elects, pursuant to the last sentence of Section 2(b)(ii) of each BM Note, to pay in cash the PIK Interest (as defined in each such BM Notes) payable on any date following the consummation of the Closing (as defined in the Purchase Agreement) of the Blocker Purchase and the Merger.

  • 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.

  • 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.

  • After the Effective Time, such Unit shall be the only issued and outstanding membership interests of the Surviving Company (other than the Units acquired pursuant to the Blocker Purchase Agreements, which shall be automatically converted as a result of the Merger from Units in the Company into Units of the Surviving Company) and shall be owned by Parent or its designated Affiliate.

  • Parent shall have purchased the Blocker Interests pursuant to the Blocker Purchase Agreement.

  • 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.

  • At the Closing and immediately following the effectiveness of the Second A&R LLCA, the Blocker Purchase and the Intermediate Contribution and Issuance, in accordance with the Crescent Purchase Agreement, Intermediate will redeem all of the Intermediate Common Units held by the Redeemed Crescent Parties in exchange for an aggregate cash payment by wire transfer of immediately available funds equal to the Redemption Price.

  • The Blocker Owners shall have sold the Blocker Interests pursuant to the Blocker Purchase Agreement.

  • The closing of the Blocker Purchase shall take place on the Closing Date immediately prior to the Effective Time (the “Blocker Closing”).

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 the shares 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).

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Pre-Closing Taxable Period means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.

  • 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 means the Series B Preferred Stock Purchase Agreement with respect to the purchase and sale of shares of the Company’s Series B Preferred Stock, dated as of the date hereof, by and among the Company and the Series B Investors, as it may be amended from time to time.

  • 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.

  • 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 is (a) any U.S. Person that purchased Units, (b) any person that purchased Units on behalf of any U.S. Person or any person in the United States, (c) any purchaser of Units that received an offer of the Units while in the United States, (d) any person that was in the United States at the time the purchaser’s buy order was made or the subscription agreement for Units was executed or delivered;

  • 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 (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.