Blocker Shares definition

Blocker Shares has the meaning set forth in the Recitals.

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Blocker Shares has the meaning set forth in Section 9.2(c).

Blocker Shares means the common shares of Blocker;

Examples of Blocker Shares in a sentence

Additional Signatory hereby (i) acknowledges that Additional Signatory has received and reviewed a complete copy of the Tax Receivable Agreement and (ii) agrees that upon execution of this Joinder, Additional Signatory will become a party to the Tax Receivable Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Tax Receivable Agreement in the manner set forth in the Tax Receivable Agreement, with respect to the Applicable Units [and the Blocker Shares].
The Parties intend that the transactions contemplated by this Article 2 will be treated for U.S. federal and other applicable Income Tax purposes as a sale of Blocker Shares by each of the Blocker Sellers and a sale of partnership interests in the Company by each of the Non-Blocker Members.
Parent is acquiring the Blocker Shares and the Interests for its own account and not with a view to or for sale in connection with any distribution (within the meaning of the Securities Act) thereof in violation of applicable securities Laws.
As of the Closing Date, affiliates of the Vertical/Trigen Avista Shareholders will be the record and beneficial owners of, and have good and valid title to, the Vertical/Trigen Avista Blocker Shares set forth opposite such shareholders’ names on Section 4.04(c)(ii) of the Vertical/Trigen Disclosure Schedule, in each case, free and clear of any Liens (other than restrictions on transfer imposed by applicable securities Laws).
Parent acknowledges that neither the offer nor the sale of the Blocker Shares or Interests has been registered under the U.S. Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), or under any state or foreign securities laws.

More Definitions of Blocker Shares

Blocker Shares means units designated as Class A Units representing limited liability company interests of Blocker.

Blocker Shares shall have the meaning set forth in the recitals hereto.

Blocker Shares means the common shares of Blocker.

Blocker Shares is defined in the Recitals. "Blocker Short-Period Straddle or Other Return" is defined in Section 7.03(c)(ii). "Blocker Straddle Period or Other Per-Closing Tax Return" is defined in Section 7.03(c)(ii).

Blocker Shares has the meaning set forth in Section 5.3.

Blocker Shares means all shares of capital stock or other equity interests in any Blocker Entity.

Blocker Shares means that number of shares of Parent Common Stock allocable to the Blocker Owners in accordance with Schedule 2.5(a)(iii) of the Company Disclosure Letter;