Blocker Interests definition

Blocker Interests has the meaning assigned that term in Section 7.02(n).

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Blocker Interests has the meaning set forth in the Recitals.

Blocker Interests is defined in the recitals.

Examples of Blocker Interests in a sentence

• In connection therewith, Blocker Parent will convey all right, title, and interest in and to the applicable Blocker Interests (and indirectly the Class B Units held by such Blocker), free and clear of all Encumbrances (other than restrictions on transfer created by this Agreement or applicable securities Laws), to NEP Member or its nominee.

• All outstanding Blocker Interests have been duly authorized, validly issued, and are not subject to preemptive rights.

• The term “Blocker Closing” as used herein shall refer to the actual conveyance, transfer, assignment and delivery of the Blocker Interests to Parent (or its Subsidiary) in exchange for the consideration to be delivered at the Blocker Closing pursuant to and in accordance with Section 2.11(f).

• No other Person owns or holds any equity interests or rights in Blocker and no Person other than Parent has any right to acquire any Blocker Interests.

• All the Blocker Interests have been duly authorized, have been validly issued and are fully paid and non-assessable.

• The Blocker Partners shall not sell, transfer, convey or assign the Blocker Interests to any other Person prior to the Blocker Closing.

• Buyer and its representatives have experience as investors in equity securities and other securities of companies such as the ones being transferred pursuant to this Agreement, and Buyer can bear the economic risk of its investment (which Buyer acknowledges may be for an indefinite period) and has such knowledge and experience in financial or business matters that Buyer is capable of evaluating the merits and risks of its investment in the Blocker Interests and the Directly Held Units.

• Pursuant to and in accordance with Section 7.02 of the LLC Agreement, as modified by the Exercise Agreement, NEP Member hereby notifies Blocker Parent, in its capacity as the owner of all of the issued and outstanding Blocker Interests and the sole member of the Blocker, of the exercise by NEP Member of the Early Call Option.

• Other than as set forth in such Blocker’s Governing Documents, there are no proxies or voting trusts with respect to, or any Contracts or arrangements with respect to the holding, voting or transfer of, such Blocker Interests, to which such Blocker is a party.

• All of the Blocker Interests are held by the Blocker Member free and clear of all liens, other than transfer restrictions under applicable securities laws and the Blocker Organizational Documents.

More Definitions of Blocker Interests

Blocker Interests has the meaning set forth in the recitals. “Blocker Members” means Blocker and SWBC Craft, LLC. “Blocker Partners” has the meaning set forth in the caption. “Blocker Sale” has the meaning set forth in the recitals. “Blocker Seller” has the meaning set forth in the caption.

Blocker Interests is defined in the Preamble.

Blocker Interests is defined in the Recitals. “Blocker Member” or “Blocker Members” is defined in the Preamble. “Blocker Percentage Share” means, with respect to each Blocker Member, the percentage of interests owned in the relevant Blocker set forth opposite such Blocker Member’s name on Schedule 2 hereto under the heading “Blocker Percentage Share.” “Blocker Securities” means all outstanding Blocker Interests, membership or profits interests, stock, voting securities, or other ownership interests of the Blockers. “Business Day” means any day of the year on which national banking institutions in New York, New York, are open to the public for conducting business and are not required to close. “Buyer” is defined in the Preamble. “Buyer Disclosure Schedule” is defined in Article V. “Buyer Indemnified Parties” is defined in Section 10.2. “Buyer Prepared Returns” is defined in Section 7.2(b). “Cancellation and Issuance Agreement” is defined in Section 1.1(b). “Cap” is defined in Section 10.5(c). “Capital Lease Shares” means the whole number equal to (i) the aggregate amount of Capital Leases divided by (ii) the Parent Share Value. “Capital Leases” means all obligations of the Company and its Subsidiaries in respect of capital leases for vehicles, including vehicle financing liabilities, in accordance with the GAAP as of 12:01 a.m. Eastern Time on the Closing Date.

Blocker Interests has the meaning set forth in the Recitals. “Blocker Seller 1” has the meaning set forth in the Preamble. “Blocker Seller 2” has the meaning set forth in the Preamble. “Blocker Sellers” means, collectively, Blocker Seller 1 and Blocker Seller 2. “Bonus Amounts” has the meaning set forth in Section 6.5(c). “Building Remediation Amount” means $3,142,857. “Business Day” means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by Law or Order to close. “Buyer” has the meaning set forth in the Preamble.

Blocker Interests has the meaning set forth in the Background.

Blocker Interests means the membership interests of the Blocker.