Blocker LLC definition
Examples of Blocker LLC in a sentence
The aggregate of all limited liability company interests of Merger Sub C issued and outstanding immediately prior to the Blocker Effective Time shall remain outstanding as the Surviving Blocker LLC Interests.
Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian.
EnCap Partners GP, LLC (“EnCap Partners GP”) is the sole general partner of EnCap Partners, LP (“EnCap Partners”), which is the managing member of EnCap Investments Holdings, LLC (“EnCap Holdings”), which is the sole member of EnCap Investments Holdings Blocker, LLC (“EnCap Holdings Blocker”).
Each Blocker LLC is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted and to implement the transactions contemplated by this Agreement and the Blocker Merger Agreement.
Immediately prior to the Blocker Merger Effective Time, the parties hereto shall deliver, or cause to be delivered, to the parties thereto, the Redemption and Distribution Agreement duly executed by MWP, Newco, the Company and the Blocker LLCs and the Company and each Blocker LLC shall execute and deliver the Addendum Agreement referred to therein (collectively, the “Closing Deliverables”).
This Agreement and the Blocker Merger Agreement each constitutes a valid and binding agreement of each Blocker LLC enforceable against such Blocker LLC in accordance with its terms.
Effective immediately prior to the Blocker Merger Effective Time, upon delivery to the Company of an Addendum Agreement duly executed by each Blocker LLC, the Company hereby consents to the transfer of the Company Interests to the Blocker LLCs and to the admission of each Blocker LLC as a Member of the Company.
The execution, delivery and performance by each Blocker LLC of this Agreement and the Blocker Merger Agreement and the consummation by each Blocker LLC of the transactions contemplated hereby and thereby are within such Blocker LLC’s powers and have been duly authorized by all necessary action on the part of such Blocker LLC.
Pursuant to the Acquisition Agreement, the Borrower will directly or indirectly acquire (the “Acquisition”) all right, title and interest in and to all of the issued and outstanding capital stock of MLS Parent Holdings, LLC and CIVC V-A MLS Blocker, LLC and their respective subsidiaries (collectively, the “Acquired Business”).
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer and President NEW OTR, L.P. By: OTR Blocker LLC, its general partner By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer and Chief Financial Officer BANK OF AMERICA, N.A., as Administrative Agent By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President BANK OF AMERICA, N.A., as the Term B-3 Lender By: /s/ ▇▇▇▇▇▇ ▇.