Blocker Holders definition

Blocker Holders has the meaning given to the term “TRA Holders” in the Blocker Holders TRA.
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Blocker Holders means, as applicable, TPG Blocker Owner, TPG Blocker Partnership as successor to TPG Blocker Owner pursuant to Section 7.6(a), and their respective successors and assigns pursuant to Section 7.6(a).
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Blocker Holders has the meaning set forth in the Preamble.
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Examples of Blocker Holders in a sentence

  • The Corporate Taxpayer may terminate this Agreement at any time by paying (i) to each TRA Holder the Early Termination Payment due to such TRA Holder pursuant to Section 4.5(b) and (ii) to each Blocker Holder the Early Termination Payment under the Blocker Holders TRA (such termination, an “Early Termination”); provided that the Corporate Taxpayer may withdraw any notice of exercise of its termination rights under this Section 4.1 prior to the time at which any Early Termination Payment has been paid.

  • All such Equity Interests are held by the applicable Blocker Holders free and clear of all Liens, options, rights of first refusal and limitations on the such Blocker’s voting or transfer rights other than transfer restrictions under applicable securities Laws and such Blocker’s organizational documents.

  • The Parent, the Blocker Holders, and the Members named as Parties thereto shall have executed and delivered the Registration Rights Agreement, as set forth on Exhibit C (the “Registration Rights Agreement”).

  • Notwithstanding anything in this Agreement to the contrary, (i) no amendment may be made to the Blocker Holders TRA unless a substantially similar amendment is made to this Agreement, (ii) any and all copies of amendments and / or waivers to the Blocker Holders TRA must be provided to the TRA Holders, and (iii) all documentation delivered by the Corporate Taxpayer to both the TRA Holders and the Blocker Holders, or such parties’ respective Information Party, must be substantially the same.

  • In connection with closing of the Business Combination, Vacasa, Inc., the Blocker Holders, and the Flow-Through Sellers entered into a Tax Receivable Agreement.

  • The Supporting Equity Holders comprise the necessary number of the Company Holders and Blocker Holders to constitute Requisite Company Approval.

  • The Company shall have delivered, or caused to be delivered, to Acquiror counterpart signatures to the Tax Receivable Agreement executed by the Blocker Holders and the Unblocked Company Unitholders and the Agent (as defined in the Tax Receivable Agreement).

  • The Supporting Equity Holders comprise the necessary number of the Company Holders and Blocker Holders to constitute Requisite Nerdy Approval.

  • Reflects the cash settlement of Sunlight’s distributions payable to Blocker Holders, due from affiliates and due to affiliates upon Closing.

  • The Company and each of the Blocker Holders shall have delivered, or caused to be delivered, to Acquiror counterpart signatures of the Company and the Blocker Holders to the Investor Rights Agreement.


More Definitions of Blocker Holders

Blocker Holders. CHI XX XX LP By: Cowen Healthcare Investments II GP LLC, its general partner By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: General Counsel BLOCKER HOLDERS: EIGHT ROADS INVESTMENTS By: /s/ Driaan Viljoen Name: Driaan Viljoen Title: Director Exhibit A Form of Amended and Restated Operating Agreement Exhibit B Form of Pre-Merger Indemnity Agreement Exhibit C Form of 2020 Equity Incentive Plan DISCLOSURE SCHEDULE to the AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG OLIVIA VENTURES, INC. COMPASS ACQUISITION LLC. and COMPASS THERAPEUTICS LLC AND THE OTHER PARTIES THERETO Dated as of June 17, 2020 [**]
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Blocker Holders means, as applicable, the Blocker Sellers and their respective successors and assigns pursuant to Section 7.7(a).
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Blocker Holders means each of the entities listed as a Blocker Holder on Schedule E hereto.
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Blocker Holders means each of Learn Capital Special Opportunities Fund X, L.P., Learn Capital Special Opportunities Fund XI, L.P., Learn Capital Special Opportunities Fund XII, L.P., Learn Capital Special Opportunities Fund XIII, L.P., Learn Capital Special Opportunities Fund XVI, L.P., and TCV VIII (A), L.P.
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Blocker Holders means the FTV Blocker Holder and Xxxxx Xxxxxxx Holder, collectively.
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Related to Blocker Holders

  • Other Holders means holders of securities of the Company (other than Purchasers) who are entitled, by contract with the Company, to have securities included in a Registration Statement.

  • Unit Holders means all Unit Holders.

  • Initial Holders has the meaning set forth in the preamble.

  • 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.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

  • Co-Investors means each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.

  • Permitted Holders means, at any time, each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the Capital Stock of the Issuer and, directly or indirectly, holds or acquires 100% of the total voting power of the Voting Stock of the Issuer, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders specified in clauses (i) and (ii) above, holds more than 50% of the total voting power of the Voting Stock thereof and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any of the Permitted Holders specified in clauses (i) and (ii) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Issuer (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the Permitted Holders specified in clauses (i) and (ii) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

  • FTR Holder means the PJM Member that has acquired and possesses an FTR.

  • Equity Holders means the Stockholders and the Option Holders.

  • Eligible Holders has the meaning set forth in Section 2.01(a).

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • 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).

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Unitholders means the holders of Units.

  • Holder Group means the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. Anything herein to the contrary, any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

  • Common Stockholders means holders of shares of Common Stock.

  • Preferred Holders means the record owners of outstanding Preferred Securities.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • Parent Stockholders means the holders of Parent Common Stock.

  • Existing Holders shall have the meaning given in the Preamble.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;