Blocker Reorganization Agreement means the Agreement and Plan of Reorganization dated as of or about the date hereof among PubCo, TSG7 A AIV VI Holdings, LLC, DG Coinvestor Blocker, LLC, and certain other Persons, as amended and/or restated from time to time.
Blocker Reorganization Agreement means the Agreement and Plan of Reorganization dated as of or about the date of the IPO among PubCo, TSG7 A AIV VI Holdings, LLC, DG Coinvestor Blocker, LLC, and certain other Persons, as amended and/or restated from time to time. “Board” means the board of directors of PubCo, as constituted at any given time. “Book Value” means with respect to any asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that (i) the initial Book Value of any asset contributed by a Member to the Company shall be the gross Fair Market Value of such asset; (ii) the Book Value of any property of the Company distributed to any Member shall be adjusted to equal the gross Fair Market Value of such property on the date of distribution; and (iii) the Book Values of assets of the Company shall be increased (or decreased) to the extent the Managing Member determines reasonably and in good faith that such adjustment is necessary or appropriate to comply with the requirements of Treasury Regulations Section 1.704-1(b)(2)(iv). “Business Day” means any day, other than a Saturday, Sunday or any other day on which commercial banks located in the State of New York are authorized or obligated by law or executive order to close. “Capital Account” means the capital account maintained for a Member pursuant to Section 3.3. “Capital Contribution” means any cash, cash equivalents, promissory obligations or the Fair Market Value of other property which a Member contributes to the Company pursuant to Section 3.1. “Capital Stock” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests
Blocker Reorganization Agreement means the Agreement and Plan of Reorganization dated as of or about the date hereof among PubCo, TSG7 A AIV VI Holdings L.P., DG Coinvestor Blocker, L.P., and certain other Persons, as amended and/or restated from time to time.
Examples of Blocker Reorganization Agreement in a sentence
The Blocker Reorganization shall have been effected pursuant to and in accordance with the Blocker Reorganization Agreement, and Buyer shall have received evidence reasonably acceptable to it that the Blocker Reorganization has been consummated.
The Buyer acknowledges and agrees that the representations and warranties set forth in this Agreement, the Blocker Reorganization Agreement, the Contribution Agreements, the Merger Agreements, and any certificate, notice, schedule, or other instrument delivered in connection therewith supersede, replace and nullify in every respect the data set forth in any other document, material or statement, whether written or oral, made available to the Buyer or its Affiliates.
More Definitions of Blocker Reorganization Agreement
Blocker Reorganization Agreement is defined in the Recitals.