GAPCO Blocker definition

GAPCO Blocker means GAPCO AIV Blocker (EW), LLC, a Delaware limited liability company.
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Examples of GAPCO Blocker in a sentence

  • Pubco unconditionally guarantees to each of GAPCO Blocker and GAPCO 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.

  • Without limiting the generality of the foregoing, as of Effective Time I, all properties, rights, privileges, powers and franchises of Merger Sub will vest in GAPCO Blocker, as Surviving Entity I, and all debts, liabilities and duties of Merger Sub will become debts, liabilities and duties of GAPCO Blocker, as Surviving Entity I.

  • It shall not be a breach of any of the representations in this Section 1.8(a)(v) if the failure or inaccuracy of the representations arises as a result of EWC or its affiliates (i) having provided inaccurate information to GAPCO Blocker or GAPCO Holder (including on a schedule K-1) or (ii) having failed to provide GAPCO Blocker or GAPCO Holder with any information required by them.

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

  • 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, GAPCO Blocker and GAPCO 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.

  • The Certificate of Formation and Limited Liability Company Agreement of GAPCO 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.

  • Following Merger I, GAPCO Blocker will continue as the surviving entity (“Surviving Entity I”) and the separate legal existence of Merger Sub shall cease.

  • Merger Sub hereby acknowledges and understands that GAPCO Blocker and GAPCO 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.

  • The shares of common stock of Merger Sub outstanding immediately prior to the Effective Time (100% of which are held by Pubco) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into limited liability company interests in GAPCO Blocker (100% of which shall be held by Pubco).

  • GAPCO Holder has delivered to Pubco and Merger Sub a true and complete copy of the certificate of formation of GAPCO Blocker and the limited liability company agreement of GAPCO Blocker, each as in effect on the date hereof.

Related to GAPCO Blocker

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

  • GP means Gottbetter & Partners, LLP.

  • 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.

  • Holdco has the meaning set forth in the Preamble.

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.