Blocker Sale Sample Clauses

Blocker Sale. Immediately prior to the Merger, the stock of Insight Beatport Cayman Blocker, Inc. (“Blocker”), a Delaware corporation which owns, as its sole assets, Membership Interests in the Company, shall be sold to Parent by Insight Venture Partners (Cayman) V, L.P., the sole stockholder of Blocker (“IVP Cayman”) in exchange for the right to receive (a) the Blocker Cash Consideration, (b) the Blocker Stock Consideration and (c) the portion of the Subsequent Consideration, if any, that becomes payable to IVP Cayman as calculated in accordance with the methodology set forth on Exhibit C (the “Blocker Sale”); provided, however, that, at the closing of the Blocker Sale, Parent shall (i) deliver to the Sellers’ Representative, by wire transfer of immediately available funds to an account specified by the Sellers’ Representative to Parent prior to the Closing, an amount in cash equal to the Blocker Cash Consideration for distribution by the Sellers’ Representative pursuant to Section 2.4, (ii) deposit the applicable portion of the Blocker Stock Consideration into the Stock Escrow Account and (iii) deposit the applicable portion of the Blocker Stock Consideration allocable to Blocker’s portion of the Indemnity Escrow Shares into the Indemnity Escrow Account. For all purposes hereunder (other than Section 2.2, Section 3.1 and Section 3.3), IVP Cayman shall be deemed a “Seller” hereunder, and shall have all of the rights and obligations of a Seller hereunder (except pursuant to Section 2.2, Section 3.1 and Section 3.3). Each of Buyer and Parent (on behalf of itself and on behalf of the Blocker following the closing of the Blocker Sale) hereby waives any and all rights to receive any payments in respect of the Membership Interest transferred in connection with the Blocker Sale. The Company hereby waives any and all of its rights, including any right of first refusal and notices related thereto, that may be applicable to the Blocker Sale under the Company’s Organizational Documents.
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Blocker Sale. Notwithstanding anything to the contrary in the Agreement, in no event shall any Lender Party be entitled to receive, or shall be deemed to receive, after the occurrence and continuation of any Event of Default that has not been waived, any Collateral Shares in connection with the transaction contemplated herein if, immediately upon giving effect to such receipt of such Collateral Shares, (i) such Lender Party’s Beneficial Ownership would be equal to or greater than 7.5% of the outstanding Underlying Equity, (ii) such Lender Party, or any “affiliate” or “associate” of such Lender Party, would be an “interested stockholder” of Borrower, as all such terms are defined in Section 203 of the Delaware General Corporation Law or (iii) such Lender Party, Lender Party Group (as defined below) or any person whose ownership position would be aggregated with that of such Lender Party or Lender Party Group (such Lender Party, Lender Party Group or any such person, a “Lender Person”) under any federal, state or local laws, regulations, regulatory orders or organizational documents or contracts of Issuer that are, in each case, applicable to ownership of the Underlying Equity (“Applicable Laws”), owns, beneficially owns, constructively owns, controls (other than solely for perfection purposes, “control” within the meaning of UCC Articles 8 and 9), holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Underlying Equity equal to (x) the number of Underlying Equity that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Lender Person, or could result in an adverse effect on a Lender Person, under Applicable Laws, as determined by such Lender Person in its reasonable discretion, and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the Constitutive Documents of Issuer or any contract or agreement to which Issuer is a party, in each case minus (y) 1% of the number of Underlying Equity of Issuer outstanding on the date of determination (each of clause (i), (ii) and (iii) above, an “Ownership Limitation”). If any delivery owed to a Lender Party hereunder is not made, in whole or in part, as a result of an Ownership Limitation, such Lender Party’s right to receive such delivery shall not be extinguished and, pursuant to the Con...
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Blocker Sale 
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Related to Blocker Sale

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Consolidation Merger Sale Conveyance and Lease SECTION 10.01. Company May Consolidate, etc.,

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.

  • Sale of Assets; Merger and Consolidation Subject to right of Shareholders, if any, to vote pursuant to Section 6.1, the Trustees may cause (i) the Trust or one or more of its Portfolios to the extent consistent with applicable law to sell all or substantially all of its assets to, or be merged into or consolidated with, another Portfolio, statutory trust (or series thereof) or Company (or series thereof), (ii) the Shares of the Trust or any Portfolio (or Class) to be converted into beneficial interests in another statutory trust (or series thereof) created pursuant to this Section 9.4, (iii) the Shares of any Class to be converted into another Class of the same Portfolio, or (iv) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. In all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or any Portfolio (or Class) into beneficial interests in such separate statutory trust or trusts (or series or class thereof).

  • Merger Sale Conveyance and Lease Section 10.01. Issuer May Consolidate on Certain Terms 44 Section 10.02. Issuer Successor to Be Substituted 44 Section 10.03. Guarantor May Consolidate on Certain Terms 44 Section 10.04. Guarantor Successor to Be Substituted 45 Section 10.05. Assumption by Guarantor 45

  • Consolidation, Merger, Sale of Assets, etc The Borrower will not, and will not permit any of its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or merge or consolidate, or convey, sell, lease or otherwise dispose of all or any part of its Property, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent:

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

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