GTCR Blocker definition
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.
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.
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.
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.
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.
As of the date hereof, there are no Actions pending or, to GTCR Blocker's knowledge, threatened in writing against GTCR Blocker at law or in equity, or before or by 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.
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.
Since formation, GTCR Blocker has not engaged in any business activities, including those conducted by any of the Acquired Companies, and has not directly owned any assets or properties, 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.