GTCR Blocker definition

GTCR Blocker has the meaning given such term in the recitals.
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GTCR Blocker has the meaning set forth in the recitals of this Agreement.
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GTCR Blocker shall have the meaning set forth in the preamble.
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Examples of GTCR Blocker in a sentence

  • Following the Closing, the Purchaser shall cause the GTCR Blocker and the Acquired Companies to retain all applicable Tax Returns, books and records, and workpapers for Pre-Closing Tax Periods for a period of at least seven (7) years following the Closing Date.

  • GTCR Blocker does not have any equity securities or securities containing any equity features issued or outstanding and there are no agreements, options, warrants, calls, puts, rights to subscribe, conversion rights or other rights or arrangements outstanding that provide for the sale or issuance of any of the foregoing by GTCR Blocker.

  • There are no material agreements or other obligations (contingent or otherwise) that require GTCR Blocker to repurchase or otherwise acquire any of GTCR Blocker's equity securities that would survive the Closing.

  • GTCR Blocker is a holding company and was formed for the purpose of investing, directly or indirectly, in the Company and has never owned any assets except for the equity interests of GTCR Splitter as an indirect holder of Company Units, cash and other assets typical of a holding company.

  • Except for liabilities incurred in connection with its incorporation, organization and capitalization, GTCR Blocker has not incurred and is not presently liable for, directly or indirectly, any liabilities (other than with respect to non-delinquent Taxes incurred in the ordinary course of business and other liabilities typical of a holding company), nor has GTCR Blocker at any time been engaged in any material business activities of any type or kind.

  • GTCR Blocker is a corporation duly formed, validly existing and in good standing under the laws of Delaware and such has all requisite organizational power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted.

  • The Acquired Companies shall not take any action outside the ordinary course of business and not contemplated by this Agreement on the Closing Date after the Closing (including, for the avoidance of doubt, the liquidation of GTCR Blocker) that could reasonably be expected to result in the Sellers or their beneficial owners being liable for incremental Tax pursuant to this Agreement or to any Governmental Authority or otherwise adversely impact the Tax Returns of the Sellers or their beneficial owners.

  • GTCR Blocker is qualified to do business and is in good standing (or its equivalent) in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires it to qualify, except where the failure to be so qualified would not constitute a material adverse effect or prevent or materially impair or delay GTCR Blocker's ability to consummate the Transactions.

  • As of immediately prior to Closing and after the consummation of the Restructuring Transactions, GTCR Blocker shall hold no assets except for Company Units, other than cash and other assets typical of a holding company.

  • The GTCR Blocker Shares are duly authorized, validly issued and outstanding, fully paid, nonassessable, free of preemptive or similar rights, and as of immediately prior to the Closing, will be owned beneficially and of record by the Sellers.

Related to GTCR Blocker

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

  • Asset Management Company/UTI AMC/AMC/Investment Manager means the UTI Asset Management Company Limited incorporated under the Companies Act, 1956, (1 of 1956) [replaced by The Companies Act, 2013 (No.18 of 2013)] and approved as such by Securities and Exchange Board of India (SEBI) under sub-regulation (2) of Regulation 21 to act as the Investment Manager to the schemes of UTI Mutual Fund.

  • Asset Management Company/UTI AMC/AMC/Investment Manager means the UTI Asset Management Company Limited incorporated under the Companies Act, 1956, (1 of 1956) replaced by The Companies Act, 2013 (No. 18 of 2013) and approved as such by Securities and Exchange Board of India (SEBI) under sub-regulation (2) of Regulation 21 to act as the Investment Manager to the schemes of UTI Mutual Fund;

  • GP means Gottbetter & Partners, LLP.

  • Ares means Ares Management LLC and its affiliated or managed funds and their respective Affiliates.

  • Comcast means Comcast Corporation, a Pennsylvania corporation.

  • Oaktree means Oaktree Capital Management, LLC and its Affiliates, including any partnerships, separate accounts or other entities managed by Oaktree.

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

  • Asset Management is a principle/practice that includes planning processes, approaches, plans, or related documents that support an integrated lifecycle approach to the effective stewardship of infrastructure assets to maximize benefits and effectively manage risk.

  • 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.

  • Management Group means at any time, the Chairman of the board of directors, the Chief Executive Officer, the President, any Managing Director, Executive Vice President, Senior Vice President or Vice President, any Treasurer and any Secretary of Holdings or other executive officer of Holdings or any Subsidiary of Holdings at such time.

  • CLO Asset Manager means, with respect to any Securitization Vehicle that is a CLO, the entity that is responsible for managing or administering the underlying assets of such Securitization Vehicle or, if applicable, the assets of any Intervening Trust Vehicle (including, without limitation, the right to exercise any consent and control rights available to the Directing Holder).

  • Manager-managed limited liability company means a limited liability company that is managed by

  • Member-managed limited liability company means a limited liability company that is not a manager-managed limited liability company.

  • Liberty has the meaning set forth in the Preamble.

  • Constellation has the meaning assigned to that term in the Recitals.

  • Starwood shall have the meaning assigned to such term in the preamble to this Agreement.

  • CFPC means the College of Family Physicians of Canada.

  • Plug-in Hybrid Electric Vehicle (PHEV) means a vehicle that is similar to a Hybrid but is equipped with a larger, more advanced battery that allows the vehicle to be plugged in and recharged in addition to refueling with gasoline. This larger battery allows the car to be driven on a combination of electric and gasoline fuels.

  • Blackwater means wastewater contaminated by human body waste, toilet paper and any other material intended to be deposited in a receptor designed to receive urine or feces.

  • Operating Partnership has the meaning set forth in the preamble.

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

  • Co-op A private, cooperative housing corporation, having only one class of stock outstanding, which owns or leases land and all or part of a building or buildings, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors authorizes the sale of stock and the issuance of a Co-op Lease.

  • 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.

  • TPG has the meaning set forth in the preamble.

  • LP means the aggregate quantity of Lost Production during such Month (expressed in MWh) and