GP Acquiror definition

GP Acquiror shall have the meaning specified in the preamble.
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GP Acquiror means Prairie GP Acquiror LLC, a Delaware limited liability company, and its successors.
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GP Acquiror has the meaning set forth in the Recitals.
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Examples of GP Acquiror in a sentence

  • Xxxxxx Email: xxxx.xxxxxx@xxxxxxxxxx.xxx If to GP Acquiror, to: Blackstone Infrastructure Advisors L.L.C. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X.

  • The BIP Funds shall use reasonable best efforts to (i) provide information requested by CFIUS in connection with the TGE Group, GP Acquiror, GIC Investor, and Enagas Investor, as applicable, seeking CFIUS Approval and (ii) obtain CFIUS Approval.

  • Solely for the purposes of this Section 2.5, the terms “Affiliates” and “Subsidiaries” shall not include any Closing Silo Entity or GP Acquiror.

  • Promptly after the Closing, (i) the TGE Group, GP Acquiror and GIC Investor shall make a CFIUS filing in respect of the applicable governance rights described in this Article II and (ii) the TGE Group, GP Acquiror and the Enagas Investor shall make a CFIUS filing in respect of the applicable governance rights described in this Article II.

  • In addition, to the extent that Enagas does not consent to the purchase of additional Class A Shares at a purchase price in excess of the Specified Price, and as a result, its Ownership Percentage or its ownership (on a look-through basis) of GP Acquiror is diluted, such dilution shall not be taken into account for purposes of the governance rights set forth herein.

  • On January 30, 2019, GP Acquiror entered into that certain Purchase Agreement (the “Purchase Agreement”), by and among Tallgrass KC, LLC, a Delaware limited liability company (“Tallgrass KC”), and certain other Acquirors and Sellers parties thereto (each as defined in the Purchase Agreement).

  • During each fiscal year of the Company that occurs during the Employment Period, Executive shall be eligible to receive such equity awards (which may include Class C Common Units of Regency GP Acquiror LP) as the Board, or its Compensation Committee, may, in its sole discretion, choose to award to him.

  • Dehaemers, Jr. Revocable Trust, a revocable trust under trust agreement dated April 26, 2006 (the entities in this clause (a), collectively, the “Sellers”), (b) Prairie Non-ECI Acquiror LP, a Delaware limited partnership, Prairie ECI Acquiror LP, a Delaware limited partnership, Prairie VCOC Acquiror LP, a Delaware limited partnership, and Prairie GP Acquiror LLC, a Delaware limited liability company (the entities in this clause (b), collectively, the “Acquirors”), and (c) David G.

  • On January 30, 2019, GP Acquiror and DGD entered into that certain Purchase Agreement (the “Purchase Agreement”), by and among the Acquirors, Sellers and Seller Representatives party thereto.

Related to GP Acquiror

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) of any other Person.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

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

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Blocker has the meaning set forth in the preamble.

  • MergerSub has the meaning set forth in the Preamble.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

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

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Business Acquisition means (a) an Investment by the Borrower or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Subsidiary or shall be merged into or consolidated with the Borrower or any Restricted Subsidiary or (b) an acquisition by the Borrower or any Restricted Subsidiary of the property and assets of any Person (other than a Subsidiary) that constitutes substantially all of the assets of such Person or any division or other business unit of such Person.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Control share acquisition means the acquisition by any Person of Beneficial Ownership of shares of the Trust, which, but for the provisions of this Article XIII, would have voting rights and which, when added to all other shares of the Trust beneficially owned by such Person (including shares otherwise included in the categories enumerated in Section 1(c)(2)(i) through (vi) below), would entitle such Person, upon acquisition of such shares, to vote or direct the voting of shares of the Trust having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the Trust voting as a separate class) within any of the following ranges of such voting power:

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.