Examples of Blocker Sellers in a sentence
All decisions and actions by Seller Representative (to the extent authorized by this Agreement) shall be binding upon all of the Unitholders (other than the Blockers) and Blocker Sellers, or any of them (as may be applicable), and no such Person shall have the right to object, dissent, protest or otherwise contest the same.
Seller Representative will prepare, or cause to be prepared, and timely file, or cause to be timely filed, (i) all Flow-Through Tax Returns of the Company Entities (at the cost of the Unitholders, other than the Blockers, and the Blocker Sellers) and (ii) all income Tax Returns for the Blockers (at the sole cost of the Blocker Sellers), in each case, for any income Tax period that ends on or before the Closing Date the due date of which is after the Closing Date (“Seller Tax Returns”).
Unitholders (other than the Blockers) and Blocker Sellers will not receive any interest or earnings on the Seller Representative Expense Amount or any other amount or consideration held by Seller Representative and irrevocably transfer and assign to Seller Representative any ownership right that they may otherwise have had in any such interest or earnings.
The board of directors of Buyer Parent has taken all necessary actions so that the restrictions on business combinations set forth in DGCL Section 203 shall not apply to the Transactions or to the Unitholders or Blocker Sellers or to the issuance of the Final Aggregate Share Consideration pursuant to this Agreement.
No modification or revocation of the power of attorney granted by the Unitholders (other than the Blockers) and Blocker Sellers herein to Seller Representative to serve as Seller Representative shall be effective as against any Buyer Entity until Xxxxx has received a document signed by all of the Unitholders (other than the Blockers) and Blocker Sellers.