Blocker Merger Sample Clauses
A Blocker Merger clause defines the process and conditions under which a 'blocker' entity—typically a corporation or other intermediary used to prevent certain tax or regulatory consequences—can be merged with or into another entity. In practice, this clause outlines the steps required for such a merger, including necessary approvals, timing, and any restrictions on the parties involved. Its core function is to facilitate the restructuring of ownership or investment vehicles while managing or mitigating adverse tax or legal outcomes for stakeholders.
Blocker Merger. Notwithstanding anything to the contrary in this Agreement, at the request of the Record Holder of the Series A Required Voting Percentage, in connection with any conversion of the Partnership or any successor thereto into a corporation for U.S. federal income tax purposes (a “Conversion” and, following any such Conversion, the entity into which the Partnership shall be converted shall be referred to as the “Converted Entity”) by (i) the conversion of the Partnership into a corporation pursuant to Section 18-216 of the Delaware Act (or any successor Section thereto), (ii) the transfer by each Partner of Units held by such Partner to one or more corporations in exchange for shares of any such corporation (including by merger of the Partner into a corporation), (iii) the filing of an election to be classified as an association taxable as a corporation pursuant to Treasury Regulation Section 301.7701-3(c), or (iv) any other structure or means by which to effect a Conversion, any Special Purpose Person that is classified as a corporation for U.S. federal income tax purposes that directly or indirectly owns Series A Preferred Units (each, a “Blocker Corporation”) shall be merged or consolidated into the Converted Entity in a tax-free reorganization or transfer as a condition precedent to the completion of such Conversion and on terms reasonably acceptable to such Record Holders of the Series A Required Voting Percentage (each such merger or consolidation, a “Blocker Merger”), and the owners of securities of such Blocker Corporation (A) shall be entitled to the same consideration (whether in the form of cash, publicly-traded property, non-publicly-traded property, or any combination thereof) that such Blocker Corporation would have received in, or owned following, the Conversion had the Conversion been effected without giving effect to such Blocker Merger and (B) shall be responsible for, and shall indemnify and hold harmless the Converted Entity and its Affiliates against, any liabilities of the Blocker Corporation, other than any liabilities arising from or relating to the ownership of the Series A Preferred Units (including, for the avoidance of doubt, any taxes with respect to taxable periods (or portions thereof) ending prior to the closing of such Blocker Merger). For purposes of this Section 5.12(b)(x)(A), a “Special Purpose Person” is an entity which demonstrates to the reasonable satisfaction of the Partnership that it was formed on or after May 25, 201...
Blocker Merger. (a) Immediately following the XERC Recapitalization, each Blocker, Blocker Investors and PubCo shall take all of the actions and consummate the transactions set forth in this Section 2.3 that are applicable to such Person, and each Party agrees that the Blocker Merger shall be deemed to have been taken for all purposes in the same order in which they are described in this Section 2.2 immediately following the consummation of the XERC Recapitalization.
(b) Pursuant to the Certificates of Merger in the form attached hereto as Exhibit C-1 (the “Corporate Blocker Certificate of Merger”) and Exhibit C-2 (the “LLC Blocker Certificate of Merger” and, collectively with the Corporate Blocker Certificate of Mergers, the “Certificates of Merger”), each of which will be filed with the Delaware Secretary of State prior to the IPO Closing and following the Recapitalization Effective Time and effective as of the Blocker Merger Effective Time (as defined below), and in accordance with the DGCL and the DLLCA, as applicable, and the provisions of this Agreement, each Blocker will merge with and into PubCo, with PubCo being the surviving company (the “Blocker Merger Surviving Company”) of each of such merger (the “Blocker Merger”) and shall continue its corporate existence under the laws of the State of Delaware.
(c) The name of the Blocker Merger Surviving Company shall be X-Energy, Inc. The Blocker Merger shall have the effects set forth in the DGCL, including Sections 259 and 264 of the DGCL, and Section 18-209 of the DLLCA, and the Blocker Merger Surviving Company shall possess all the rights, privileges, immunities, powers and franchises of each Blocker, and shall by operation of law become liable for all the debts, liabilities, obligations and duties of each Blocker to the same extent as if said debts, liabilities, obligations and duties had been incurred or contracted by PubCo, as provided in the DGCL and the DLLCA, as applicable.
(d) The Blocker Merger shall become effective at the time designated in the applicable Blocker Certificate of Merger, which shall be on the same Business Day as the Effectiveness and following the XERC Recapitalization (the “Blocker Merger Effective Time”).
Blocker Merger. At the Blocker Effective Time, the effect of the Blocker Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Blocker Effective Time, except as otherwise provided herein, all the property, assets, rights, privileges, powers and franchises of Milestone Merger Sub shall vest in the Surviving Blocker, and all debts, liabilities, duties and obligations of Milestone Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Blocker.
Blocker Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Blocker Effective Time, Blocker, Blocker Merger Sub and HD Waterworks Inc. (Blocker Merger Sub and HD Waterworks Inc. sometimes being referred to herein as the “Blocker Constituent Companies”) shall cause Blocker Merger Sub to be merged with and into HD Waterworks Inc., with HD Waterworks Inc. being the surviving corporation. The Blocker Merger shall be consummated in accordance with this Agreement and evidenced by a certificate of merger between Blocker Merger Sub and HD Waterworks Inc. in a form to be reasonably agreed upon by the Parties and filed with the Delaware Secretary of State (the “Blocker Certificate of Merger”), such Blocker Merger to be consummated at the Closing and immediately after the Company Effective Time (the “Blocker Effective Time”).
(b) Upon consummation of the Blocker Merger, the separate limited liability company existence of Blocker Merger Sub shall cease and HD Waterworks Inc., as the surviving corporation of the Blocker Merger (the “Surviving Blocker”), shall continue its corporate existence under the DGCL as a wholly owned Subsidiary of Blocker.
Blocker Merger. Notwithstanding anything to the contrary in this Agreement, in connection with an Initial Public Offering (or any transaction described in Section 10.6(b)), at the election of WP Member, the Company and other Members will use reasonable best efforts to structure such Initial Public Offering such that any entity that owns equity interests of WP Member (directly or indirectly) and which is classified as a corporation for U.S. federal income tax purposes (a “▇▇ ▇▇▇▇▇▇▇”) may, in the sole discretion of WP Member and the ▇▇ ▇▇▇▇▇▇▇ (as applicable), be merged with and into the Issuer (a “Blocker Merger”), and the Company and the Members will use reasonable best efforts to take such actions as may be necessary to effectuate such Blocker Merger and will cooperate with the WP Member and any ▇▇ ▇▇▇▇▇▇▇ to effectuate such Blocker Merger in a tax-efficient manner. Before the closing of any such transaction, the WP Member shall, at its sole cost and expense, cause any applicable ▇▇ ▇▇▇▇▇▇▇ to directly own only the Units.
Blocker Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and the Delaware Limited Partnership Act (the “DLPA”), immediately following the Blocker Purchase (as described in Section 2.01, CCP Blocker will be merged with and into TSG Blocker (the “Blocker Merger”). As a result of the Blocker Merger, the separate corporate existence of CCP Blocker will cease and TSG Blocker will continue as the surviving limited partnership of the Blocker Merger (the “Surviving Blocker”) as a direct wholly-owned Subsidiary of Buyer.