Blocker Merger Sub definition

Blocker Merger Sub has the meaning set forth in the Recitals of this Agreement.
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Blocker Merger Sub has the meaning set forth in the Business Combination Agreement.
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Blocker Merger Sub has the meaning set forth in the Recitals.
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Examples of Blocker Merger Sub in a sentence

  • Each issued and outstanding share of common stock, par value $0.01 per share, of LTS BF VII-A Blocker Merger Sub shall automatically be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the LTS BF VII-A Blocker Surviving Company.

  • On the Closing Date, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, LTS BF VII-A Blocker Merger Sub shall be merged with and into LTS BF VII-A Blocker at the LTS BF VII-A Blocker Merger Effective Time.

  • On the Closing Date, following the LTS Co-Invest Blocker II Merger, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DLLCA and the DGCL, LTS Rollover Blocker Merger Sub shall be merged with and into LTS Rollover Blocker at the LTS Rollover Blocker Merger Effective Time.

  • Each issued and outstanding share of common stock, par value $0.01 per share, of LTS BF VIII-A Blocker Merger Sub shall automatically be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the LTS BF VIII-A Blocker Surviving Company.

  • Following the LTS BF VII-A Blocker Merger Effective Time, the separate corporate existence of LTS BF VII-A Blocker Merger Sub shall cease and LTS BF VII-A Blocker shall continue as the surviving corporation in the LTS BF VII-A Blocker Merger (the “LTS BF VII-A Blocker Surviving Company”) as a wholly owned subsidiary of Buyer, and shall succeed to and assume without further formality all the business, benefits, goodwill, rights and obligations of LTS BF VII-A Blocker Merger Sub in accordance with the DGCL.

  • On the Closing Date, following the LTS BF VII-A Blocker Merger, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, LTS BF VIII-A Blocker Merger Sub shall be merged with and into LTS BF VIII-A Blocker at the LTS BF VIII-A Blocker Merger Effective Time.

  • The Blocker Merger Sub Certificate and the Blocker Merger Sub LLCA, in each case as in effect immediately prior to the SVF Blocker Merger Effective Time, shall be the certificate of formation and the limited liability company agreement, respectively, of the SVF Blocker Surviving Company until thereafter changed or amended as provided therein or by applicable Law; provided that references in such documents to the name of the member of Blocker Merger Sub shall be replaced by references to the name of HoldCo.

  • Each of HoldCo, Avian Merger Sub, United Merger Sub and Blocker Merger Sub (a) was formed solely for the purpose of entering into the Transactions, including the Mergers, and (b) since the date of its formation, has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

  • Each issued and outstanding share of common stock, par value $0.01 per share, of LTS Rollover Blocker Merger Sub shall automatically be converted into and become one (1) validly issued membership interest of the LTS Rollover Blocker Surviving Company.

  • The directors of LTS BF VIII-A Blocker Merger Sub at the LTS BF VIII-A Blocker Merger Effective Time shall be the initial directors of LTS BF VIII-A Blocker and shall hold office in accordance with the certificate of incorporation and bylaws of the LTS BF VIII-A Blocker Surviving Company until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.


More Definitions of Blocker Merger Sub

Blocker Merger Sub is defined in the recitals to this Agreement.
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Blocker Merger Sub means any of (i) Sonar Merger Sub I, LLC, (ii) Sonar Merger Sub II, LLC, (iii) Sonar Merger Sub III, LLC, (iv) Sonar Merger Sub IV, LLC, (v) Sonar Merger Sub V, LLC, and (vi) Sonar Merger Sub VI, LLC.
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Blocker Merger Sub. I”), Picasso Merger Sub II, LLC, (“Blocker Merger Sub II”), Picasso Merger Sub III, LLC (“Company Merger Sub”), Carlyle Partners VII Pacer Holdings, L.P., CP VII Pacer Corp. (“Pacer Corp. Blocker”), CP VII Pacer EU L.P. (“Pacer X.X. Xxxxxxx”), the Company, and Shareholder Representative Services LLC, solely in its capacity as the representative, agent and attorney-in-fact of the Holders under the Merger Agreement: (i) prior to the consummation of the transactions contemplated by the Merger Agreement, HTP converted to a Delaware corporation pursuant to a certificate of incorporation filed with the Secretary of State of the State of Delaware, incorporating as Packable Commerce, Inc., a Delaware corporation (“PubCo”), (ii) Blocker Merger Sub I merged with and into Pacer Corp. Blocker, whereupon the separate corporate existence of Blocker Merger Sub I ceased and Pacer Corp. Blocker became the surviving company and wholly owned Subsidiary of PubCo (the “First Blocker Merger”); (iii) Blocker Merger Sub II merged with and into Pacer X.X. Xxxxxxx, whereupon the separate limited liability company existence of Blocker Merger Sub II ceased and Pacer X.X. Xxxxxxx became the surviving company and a wholly owned Subsidiary of PubCo (the “Second Blocker Merger”, and together with the First Blocker Merger, the “Blocker Mergers”); (iv) and immediately thereafter, simultaneously (x) Pacer Corp. Blocker merged with and into PubCo, whereupon the separate corporate existence of Pacer Corp. Blocker ceased and PubCo became the surviving company (the “First HTP Merger”), and (y) Pacer X.X. Xxxxxxx merged with and into PubCo, whereupon the separate limited partnership existence of Pacer X.X. Xxxxxxx ceased and PubCo became the surviving company (the “Second HTP Merger” and together with the First HTP Merger, the “HTP Mergers”); and (v) following the HTP Mergers, Company Merger Sub merged with and into the Company, whereupon the separate limited liability company existence of Company Merger Sub ceased and the Company became the surviving company (the “Company Merger” and together with the Blocker Mergers and the HTP Mergers, the “Mergers”) and continued its existence under the Act and in accordance with this Agreement;
Sample 1
Blocker Merger Sub has the meaning set forth in the preamble.
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Blocker Merger Sub has the meaning assigned that term in Section 7.02(n).
Sample 1
Blocker Merger Sub means any of (i) Passport Merger Sub I Inc., a Delaware corporation; (ii) Passport Merger Sub II Inc., a Delaware corporation; (iii) Passport Merger Sub III Inc., a Delaware corporation; (iv) Passport Merger Sub IV Inc., a Delaware corporation; (v) Passport Merger Sub V Inc., a Delaware corporation; (vi) Passport Merger Sub VI Inc., a Delaware corporation; and (vii) Passport Merger Sub VII Inc., a Delaware corporation.
Sample 1

Related to Blocker Merger Sub

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • MergerSub shall have the meaning set forth in the Recitals.

  • Merger Sub has the meaning set forth in the Preamble.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Merger Sub II has the meaning set forth in the Preamble.

  • First Merger has the meaning set forth in the Recitals.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Company Merger has the meaning set forth in the recitals hereto.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Blocker means an employee who blocks men's and boys' hats or caps;

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Merger Subs has the meaning set forth in the preamble.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Effective Time has the meaning set forth in Section 2.2.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Merger Closing Date shall have the meaning set forth in Section 2.2.

  • Second Merger has the meaning set forth in the Recitals.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Merger Effective Time has the meaning set forth in Section 2.2.

  • Closing Merger Consideration has the meaning set forth in Section 1.4(a).

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Bank Merger has the meaning set forth in the recitals.

  • Acquisition Subsidiary means (a) any Subsidiary of the Borrower that is formed or acquired after the Closing Date in connection with Permitted Acquisitions, provided that at such time (or promptly thereafter) the Borrower designates such Subsidiary an Acquisition Subsidiary in a written notice to the Administrative Agent, (b) any Restricted Subsidiary on the Closing Date subsequently re-designated as an Acquisition Subsidiary by the Borrower in a written notice to the Administrative Agent, provided that such re-designation shall be deemed to be an investment on the date of such re-designation in an Acquisition Subsidiary in an amount equal to the sum of (i) the net worth of such re-designated Restricted Subsidiary immediately prior to such re-designation (such net worth to be calculated without regard to any Guarantee provided by such re-designated Restricted Subsidiary) and (ii) the aggregate principal amount of any Indebtedness owed by such re-designated Restricted Subsidiary to the Borrower or any other Restricted Subsidiary immediately prior to such re-designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP, and (c) each Subsidiary of an Acquisition Subsidiary; provided, however, that (i) at the time of any written re-designation by the Borrower to the Administrative Agent of any Acquisition Subsidiary as a Restricted Subsidiary, the Acquisition Subsidiary so re-designated shall no longer constitute an Acquisition Subsidiary, (ii) no Acquisition Subsidiary may be re-designated as a Restricted Subsidiary if a Default or Event of Default would result from such re-designation and (iii) no Restricted Subsidiary may be re-designated as an Acquisition Subsidiary if a Default or Event of Default would result from such re-designation. On or promptly after the date of its formation, acquisition or re-designation, as applicable, each Acquisition Subsidiary (other than an Acquisition Subsidiary that is a Foreign Subsidiary) shall have entered into a tax sharing agreement containing terms that, in the reasonable judgment of the Administrative Agent, provide for an appropriate allocation of tax liabilities and benefits.