GA Blocker definition

GA Blocker means General Atlantic AIV (EW) Blocker, LLC, a Delaware limited liability company.
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GA Blocker means General Atlantic (OSH) LLC, a Delaware limited liability company.
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Examples of GA Blocker in a sentence

  • To the extent that an amended Tax Return is required under applicable Law to be filed with respect to any Sponsor Blocker for a period ending on or before the Closing Date that shows, or is reasonably likely to result in, a GA Blocker Indemnified Tax or a Newlight Blocker Indemnified Tax, OSH, Inc.

  • Prior to the applicable Indemnification Termination Date, upon timely notice to the OSH, Inc., the applicable Sponsor shall have the right (at its sole cost and expense) to assume control of any Tax Proceedings of any Tax Return or Taxes of any Sponsor Blocker for any period ending on or prior to the Contribution Date to the extent it could reasonably be expected to result in GA Blocker Indemnified Taxes or Newlight Blocker Indemnified Taxes and, with the prior written consent of OSH, Inc.

  • QSP owns all of the issued and outstanding common units, as set forth on Schedule I hereto, in Newlight Blocker (all such common units in Newlight Blocker, the “Newlight Blocker Contributed Interests” and, together with the GA Blocker Contributed Interests, the “Contributed Interests”).

  • Any outstanding shareholder debt held by the GA Blocker which shall not be capitalized pursuant to this Section 3(b) is set forth in Schedule II hereto, and each such debt instrument has a term to maturity of less than five years.

  • GA Blocker did not realize any material item of income prior to the Contribution Date other than its allocable share of OSH LLC’s income.

  • GA Blocker is not party to any tax sharing or other contract that could obligate it to pay, indemnify or gross-up any other Person for Taxes incurred by such Person.

  • Notwithstanding anything herein to the contrary, this Agreement and the Mergers may be terminated or abandoned by written agreement of each of Pubco, Merger Sub, GA Blocker and GA Holder at any time prior to the Effective Time and there shall be no further liability on the part of any of the parties hereto.

  • Pubco unconditionally guarantees to each of GA Blocker and GA Holder the full and complete performance by Merger Sub of its respective obligations under this Agreement and shall be liable for any breach of any representation, warranty, covenant or obligation of Merger Sub under this Agreement.

  • The Certificate of Formation and Limited Liability Company Agreement of GA Blocker as in effect immediately preceding Effective Time I shall remain unchanged as a result of Merger I and shall continue as the Certificate of Formation and Limited Liability Company Agreement of Surviving Entity I following Merger I.

  • Merger Sub hereby acknowledges and understands that GA Blocker and GA Holder are entering into this Agreement and the transactions contemplated hereby in reliance upon the representations given by Merger Sub in Section 3.1 of the Reorganization Agreement.

Related to GA Blocker

  • Blocker means an employee engaged in one or more of the following operations in a Millinery Sector establishment:

  • Merger Sub II has the meaning set forth in the Preamble.

  • Holdco has the meaning set forth in the Preamble.

  • EXCO means EXCO Resources, Inc., a Texas corporation.

  • MergerSub has the meaning set forth in the preamble hereto.

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

  • Atlas means Automated Transportation Logistics Activity System. ATLAS is a computerized information system to which all Shippers have access upon request. ATLAS enables Shippers to nominate and release product and to monitor and coordinate the movement of Petroleum Products while on Carrier's system.

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • Natural parent means a minor's biological or adoptive parent, and includes the minor's noncustodial parent.

  • CRR II means Regulation (EU) 2019/876 of the European Parliament and of the Council of 20 May 2019 amending Regulation (EU) No 575/2013 as regards the leverage ratio, the net stable funding ratio, requirements for own funds and eligible liabilities, counterparty credit risk, market risk, exposures to central counterparties, exposures to collective investment undertakings, large exposures, reporting and disclosure requirements, and Regulation (EU) No 648/2012.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • 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.

  • Public-private partnership agreement means an agreement

  • Holdings LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended from time to time.

  • QFII means a qualified foreign institutional investor approved pursuant to the relevant PRC regulations (as amended from time to time).

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

  • B-BBEE means broad-based black economic empowerment as defined in section 1 of the Broad-Based Black Economic Empowerment Act;

  • Holding Entities means the subsidiaries of Brookfield Renewable Energy L.P., from time to time, through which it indirectly holds all of the Partnership’s interests in the Operating Entities.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • AcquisitionCo means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

  • Surviving General Partner has the meaning set forth in Section 7.01(d) hereof.

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

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.