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 Supervisory Board shall consist of minimum three and maximum fifteen members, elected by the General Meeting.

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

  • 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).

  • 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.

  • 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 the event Management Member does not make the Take-Private Election during the Take-Private Election Period, Management Member shall be deemed to have elected to sell all of the Retained Interests to GP Acquiror or its designees at the closing of the Take-Private Transaction as contemplated in clause (A) of this paragraph.

  • 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.

  • 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 foregoing entities collectively, the“Sellers”), GP Acquiror, a Delaware limited liability company, ECI Borrower, VCOC Borrower, Non-ECI Borrower, David G.

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 by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Share 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) of the Exchange Act) by the Company or an Acquiring Person 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) in any other Person.

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

  • 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 3.2(a)(ii).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

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

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

  • 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, with respect to a SpinCo, 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 Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such 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 (b) the total combined voting power of all outstanding shares of voting stock of such 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 such SpinCo of a shareholder rights plan or (ii) issuances by such 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 is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into 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 the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

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

  • Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.