Examples of Bain Blocker in a sentence
Following the Mergers, the separate corporate existence of each of the Bain Blocker and the Foresite Blocker shall cease and the Company shall continue as the surviving company (the “Surviving Company”).
All costs and expenses incurred by the Bain Funds and the Bain Blocker in connection with the negotiation, preparation, execution and delivery of this Agreement and the Transaction Documents and the consummation of the Closing shall be paid by the Bain Funds.
An SE or VM is entitled to the maternity benefit provided that she meets the qualifying conditions.
The amount of Taxes of the Bain Blocker other than Taxes of Bain Blocker based upon or measured by net income or gain for a Straddle Period which relate to the portion of the Straddle period ending with the Closing Date will be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of the Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
For this purpose, it is understood that Bain is selling its capital stock in the Bain Blocker to the Buyer, which represent an indirect interest in the Units held by Bain.
All Tax Returns of the Bain Blocker, the Company and/or any of its Subsidiaries for any period or partial period ending on or prior to the Closing Date, or which includes but does not end on the Closing Date, shall be prepared and filed in a manner consistent with the past practice of the Bain Blocker, the Company and its Subsidiaries, as the case may be, except as otherwise required by any Legal Requirement.
The Company, the Bain Blocker, the Buyer, the Sellers and the Agent shall cooperate fully, to the extent reasonably requested by the others, in connection with the preparation, filing, and/or review of Tax Returns pursuant to Section 5.7 of this Agreement or otherwise, and any audit, examination, litigation or other proceeding with respect to Taxes.
The Bain Blocker represents and warrants that the Bain Funds own 100% of the issued and outstanding capital stock of the Bain Blocker.
Except as required by any Legal Requirement, neither the Buyer nor the Bain Blocker shall amend the Tax Returns of the Bain Blocker in respect of Tax periods ending on or prior to the Closing Date or a Straddle Period withoutthe prior written consent of Bain.
With respect to any Bain Blocker Contest with respect to a Tax Liability or refund of Bain Blocker that relates to any Straddle Period (as defined below), Bain and the Buyer shall jointly control the conduct of such Bain Blocker Contest, and neither party shall settle, compromise, and/or concede any portion of such Bain Blocker Contest without the written consent of the other (which shall not be unreasonably withheld).