WCAS Blocker definition

WCAS Blocker has the meaning set forth in the preamble to this Agreement.
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WCAS Blocker means WCAS Xxxxxxx Holdings, LLC.
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WCAS Blocker means WCAS Shields Holdings, LLC. -16-
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Examples of WCAS Blocker in a sentence

  • In so doing, such parties may rely on any and all actions taken by and decisions of the Sellers’ Representative under this Agreement notwithstanding any dispute or disagreement among any of the WCAS Blocker Sellers, WCAS Blocker, the Company or the Sellers’ Representative with respect to any such action or decision without any liability to, or obligation to inquire of, any of them or any other Person.

  • All material Taxes for which the WCAS Blocker may be liable (including in the form of any deficiencies or assessments in respect of Taxes) have been timely paid.

  • Promptly following WCAS Blocker’s receipt of any Tax Distribution, WCAS Blocker shall, and Buyer shall cause WCAS Blocker to, determine the amount of such Tax Distribution that WCAS Blocker needs to retain to pay its federal, state and local income taxes for the taxable period with respect to which such Tax Distribution was made, retain such amount and distribute 43.2% of the excess of such Tax Distribution over such retained amount to the WCAS Blocker Sellers.

  • During the Interim Period, each of the WCAS Blocker Sellers, WCAS Blocker and the Company shall, and shall cause their respective Subsidiaries and Affiliates, and each of their respective officers, managers, employees and representatives, to, cease and terminate immediately all solicitations, initiations, activities, discussions and/or negotiations with any Person conducted prior to the date hereof with respect to any proposed, potential or contemplated Alternative Transaction.

  • All material Taxes for which WCAS Blocker may be liable (including in the form of any deficiencies or assessments in respect of Taxes) have been timely paid.

  • The Sellers’ Representative will not be responsible to the WCAS Blocker Sellers, WCAS Blocker or the Company for any loss or damages they may suffer by the performance of the Sellers’ Representative’s duties under this Agreement, other than loss or damage arising from willful violation of the law or gross negligence in the performance of the Sellers’ Representative’s duties under this Agreement.

  • Except as set forth in Section 3.02(l) of the Disclosure Schedules, no manager, officer, equityholder or employee of any WCAS Blocker Seller, the Company, any of the Company’s Subsidiaries or any of the Affiliates of the foregoing Persons has any ownership interest in any property or asset used by the Company or any of its Subsidiaries.

  • All federal, state, local, non-U.S. transfer, excise, sales, use, value added, registration, stamp, recording, property and similar Taxes or fees (“Transfer Taxes”) applicable to, imposed upon, or arising out of any transaction contemplated by this Agreement shall be borne 50% by Buyer and 50% by the WCAS Blocker Sellers and the Equity Holders (pro rata in proportion to each such Person’s entitlement to consideration pursuant to Section 1.04).

  • There is no material action, suit, investigation, audit, claim or assessment pending or proposed, or, to the knowledge of WCAS Blocker, threatened in writing with respect to Taxes for which WCAS Blocker may be liable.

  • All material tax returns required to have been filed by or with respect to the WCAS Blocker have been timely filed, and all such tax returns are complete and accurate.

Related to WCAS Blocker

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

  • Holdco has the meaning set forth in the Preamble.

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

  • AcquisitionCo means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.

  • Comcast means Comcast Corporation, a Pennsylvania corporation.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • 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.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • 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.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Surviving General Partner has the meaning set forth in Section 7.01(d) hereof.

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

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

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • SLP means Silver Lake Management Company III, L.L.C., Silver Lake Management Company IV, L.L.C. and their respective affiliated management companies and investment vehicles.

  • Merger Sub II has the meaning set forth in the Preamble.

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

  • Acquisition Corp. shall have the meaning given to such term in the preamble to this Agreement.

  • Wp means Watt Peak.

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • ETP means Energy Transfer Partners, L.P., a Delaware limited partnership.