Blocker Shareholder definition

Blocker Shareholder means, a Person who, prior to a Blocker Merger, holds Blocker Stock, and as a result of such Blocker Merger, holds stock of the Corporate Taxpayer.

Blocker Shareholder means, a Person who, after the GP Contribution and immediately prior to the Reorganization, holds equity interests of a Blocker, and as a result of the Reorganization, holds Class A Shares.

Blocker Shareholder means each Person who, prior to the applicable Blocker Merger, holds equity interests of a Blocker and, as a result of such Blocker Merger, holds Class D shares of common stock of the Corporate Taxpayer.

Examples of Blocker Shareholder in a sentence

• Without limiting the foregoing, the Company shall (and shall cause its Affiliates to) use reasonable best efforts to cooperate with Blocker Shareholder to obtain the Blocker Refunds.

• Blocker Shareholder shall have the right to prepare any such Tax Returns, at its own expense, and shall deliver such Tax Returns to the Company for filing.

• At all times prior to the LTIP Termination Date, each Initial Unitholder and each Blocker Shareholder agrees that it shall not Transfer and shall keep free and clear of any pledge, lien, security interest, encumbrance, equities or claim a number of LLC Units or shares of Class A Common Stock, as the case may be, equal to its respective Reserve Amount.

• Prior to the Closing Date, Blocker Shareholder shall cause the Blocker to own no assets (other than Common Units) and have no Liabilities (other than Indemnified Taxes), including (i) by transferring any “RemainCo” related assets and (ii) by eliminating any debt owed by Blocker to an Investor Party or its Affiliates.

• In addition, an Investor may elect to be treated as a Low-Vote Blocker Shareholder.

• In addition, an Investor that is an ECI Blocker Partner or UBTI Blocker Partner may elect to be treated as a Low-Vote Blocker Shareholder.

• The Investor should indicate on the Limited Partner Signature Page if it elects to be treated as a FIRPTA Blocker Partner and/or a Low- Vote Blocker Shareholder.

• The Investor should indicate on the Limited Partner Signature Page if it elects to be treated as a UBTI Blocker Partner, ECI Blocker Partner, FIRPTA Blocker Partner and/or Low-Vote Blocker Shareholder.

• Prior to the date hereof, Blocker Shareholder has made available to the TPG Parties complete and correct copies of the organizational documents of such Blocker, as amended to the date hereof, and such organizational documents are in full force and effect.

• Blocker Shareholder is the record and beneficial owner of 100% of the Blocker Shares, free and clear of any Lien, and on the Closing Date is transferring and delivering to PubCo (as contemplated by Article II) valid and marketable title to such Blocker Shares, free and clear of any Lien.

More Definitions of Blocker Shareholder

Blocker Shareholder means, a Person (i) who, prior to the Reorganization, holds equity interests of a Blocker and, as a result of the Reorganization, holds Class C Shares (as defined below) or (ii) who, prior to the Reorganization, holds equity interests in CP VI Blocker II and, as a result of the Reorganization, receives cash from the Corporate Taxpayer in consideration for their equity interest in CP VI Blocker II.

Blocker Shareholder means, a Person who, prior to the Reorganization, holds equity interests of a Blocker, and as a result of the Reorganization, holds Class A Shares. For the avoidance of doubt, in the case of the BCP VII Feeder Corp, the Blocker Shareholder shall be New BCP VII Holdco, in the case of BTO Feeder Corp, the Blocker Shareholder shall be New BTO Holdco and with respect to the BXG Feeder Corp, the Blocker Shareholder shall be New BXG Holdco.

Blocker Shareholder has the meaning set forth in the preamble.

Blocker Shareholder is defined in the preamble to this Agreement.

Blocker Shareholder means, a Person who, prior to the Reorganization, holds equity interests of a Blocker, and as a result of the Reorganization, holds Class A Shares; provided, however, that in the case of the Blackstone Feeder Corp the applicable Blocker Shareholder shall include both Blackstone Capital Partners VII – G L.P., a Delaware limited partnership and Blackstone Capital Partners VII.2 – G L.P., a Delaware limited partnership and in the case of the NM Feeder Corp, the applicable Blocker Shareholder shall be New Mountain Partners IV (AIV-E1), L.P., a Delaware limited partnership.

Blocker Shareholder means a TRA Party who, prior to the Reorganization, directly or indirectly held equity interests of a Blocker, and as a result of the Reorganization, held Class A Shares, and its successors and permitted transferees. For the avoidance of doubt: (i) in the case of each of the White Deer Blockers, the Blocker Shareholders shall initially be WD Thunder CV IND LP, WD Thunder CV LP, and WD Thunder CV Parallel LP, in the percentages as set forth on Schedule I hereto; (ii) in the case of GEC III-GI FPS Blocker Corp., the Blocker Shareholder shall initially be GEC Partners III GI LP, and (iii) in the case of GEC III-GI Xxxxx Xxxxxxx Corp., the Blocker Shareholder shall initially be GEC Partners III-B-GI LP.