Common Blocker definition

Common Blocker means OWM TBG Corporation, a Delaware corporation.
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Common Blocker has the meaning specified in the Introductory Paragraph to this Agreement.
Sample 1

Examples of Common Blocker in a sentence

  • Onex holds its interest in Holdings LLC through two entities that are taxable as corporations for U.S. federal income tax purposes: the Preferred Blocker Entity (through which Onex holds its preferred unit interest in Holdings LLC) and the Common Blocker Entity (through which Onex holds its common unit interest in Holdings LLC).

  • Prior to the consummation of this offering, and as a result of the Common Blocker Mergers and related transactions, Onex will exchange all of the equity interests in the Common Blocker Entity for 20,680,420 shares of Class A common stock and a right to participate in the Tax Receivable Agreement.

  • Prior to the consummation of this offering, and as a result of the Common Blocker Mergers and related transactions, Onex will exchange all of the equity interests in the Common Blocker Entity for shares of Class A common stock and a right to participate in the Tax Receivable Agreement.

  • Prior to the consummation of this offering, and as a result of the Common Blocker Mergers, Onex will exchange all of the equity interests in the Common Blocker Entity for (x) shares of Class A common stock and (y) the Onex Warrants to purchase shares of our Class A common stock.

  • As a result of such transactions, Onex will exchange all of the equity interests in the Common Blocker Entity for (x) shares of Class A common stock and (y) warrants to purchase shares of our Class A common stock.

  • There are no liabilities or obligations between Common Blocker, on the one hand, and any current or former officer, director, stockholder, Affiliate of any of the Blocker Entities, the Company or any Holder, or any Affiliate of any such officer, director, stockholder or Affiliate, on the other hand.

  • As of the Effective time, each Holder will have good and valid title to the issued and outstanding Capital Securities of the Common Blocker as set forth on Schedule 2.12(d), in each case free and clear of all Liens.

  • Immediately following the transfer of such common stock to Parent, Common Blocker shall cease to be treated as a Holder for all purposes hereunder.

  • All of the issued and outstanding Capital Securities of Common Blocker are duly authorized, validly issued, fully paid and non-assessable and were issued in accordance with all applicable federal and state securities Laws.

  • All Taxes owed (whether or not shown or required to be shown on such Tax Returns) by Common Blocker have been paid or remitted.

Related to Common Blocker

  • Blocker has the meaning set forth in the preamble.

  • Initial Common Units means the Common Units sold in the Initial Offering.

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • Class B Limited Partner means any Person executing (by power of attorney or otherwise) this Agreement as of the date hereof as a Class B Limited Partner or hereafter admitted to the Partnership as a Class B Limited Partner as herein provided, but shall not include any Person who has ceased to be a Class B Limited Partner in the Partnership.

  • Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:

  • MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Operating Partnership Agreement means the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as it may be amended, supplemented or restated from time to time.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Original Partnership Agreement has the meaning set forth in the recitals to this Agreement.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Holdco has the meaning set forth in the Preamble.

  • Surviving General Partner has the meaning set forth in Section 11.2(d)(i)(A).

  • Partnership Percentage means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners’ initial Partnership Percentages shall be proportionate to the Partners’ initial Capital Contributions to the Partnership. Thereafter, subject to Section 1.68(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in Section 1.68(f).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Substituted Limited Partner means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.

  • Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.

  • Limited Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 9, 2004, as amended from time to time.

  • Class A Limited Partner means EPCO Holdings, Inc., a Delaware corporation, and its successors and assigns.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • General Partner Interest means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner) and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.

  • Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

  • MergerSub has the meaning set forth in the Preamble.

  • Public-private partnership agreement means an agreement