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

  • As of the date hereof, GTCR Blocker is not subject to any outstanding judgment, order or decree of any Governmental Authority which would have a material adverse effect on GTCR Blocker's ability to consummate the transactions to occur hereunder at the Closing.

  • 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.

  • 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.

  • This Agreement has been duly executed and delivered by GTCR Blocker and, assuming due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding obligation of GTCR Blocker, enforceable against GTCR Blocker in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception.

  • 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.

  • To the Acquired Companies' Knowledge, neither the Acquired Companies nor the GTCR Blocker will realize any taxable gain or income as a result of the Restructuring Transactions.

  • 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.

  • 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.

  • 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.

Related to GTCR Blocker

  • Blocker has the meaning set forth in the preamble.

  • GP means Gottbetter & Partners, LLP.

  • Ares means Ares Management LLC, on behalf of its Affiliated funds, investment vehicles and/or managed accounts.

  • 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 means a systematic process of operating and maintaining the state system of

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

  • 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).

  • Liberty means Liberty Media Corporation, a Delaware corporation.

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

  • 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 the Infrastructure Partnership, 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