Blocker Sale definition

Blocker Sale has the meaning set forth in Section 2.1.
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Blocker Sale has the meaning set forth in the Recitals.
Sample 1
Blocker Sale has the meaning set forth in the recitals. “Blocker Seller” has the meaning set forth in the caption.
Sample 1

Examples of Blocker Sale in a sentence

  • Each of the Insight and Accel Unitholders will have taken all necessary steps to waive all rights pursuant to Section 5.8 of the Fourth Amended and Restated Operating Agreement of the Company (Blocker Sale Mechanics).

  • Blocker has the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Blocker to consummate the Blocker Sale.

  • The Company hereby waives any and all of its rights, including any right of first refusal and notices related thereto, that may be applicable to the Blocker Sale under the Company’s Organizational Documents.

  • Except as otherwise expressly provided for herein, each party will pay its own costs and expenses (including attorneys’ fees, accountants’ fees and other professional fees and expenses) in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the Blocker Sale, the Merger and the other Transactions contemplated by this Agreement and, for the avoidance of doubt, the Company shall be liable for all Transaction Expenses.

  • For all purposes of this Agreement, the Blocker Sale shall be deemed to have taken place immediately prior to the Closing.

  • Each of Buyer and Parent (on behalf of itself and on behalf of the Blocker following the closing of the Blocker Sale) hereby waives any and all rights to receive any payments in respect of the Membership Interest transferred in connection with the Blocker Sale.

  • Upon the written election of a Blocker delivered to the Company and Buyer not later than three (3) Business Days after the date hereof, the Parties shall, prior to the Closing, implement and consummate the transactions contemplated by the Partial Blocker Sale Term Sheet with respect to the applicable Blocker Seller and Blocker.

  • Notwithstanding anything to the contrary set forth herein or in the Partial Blocker Sale Term Sheet, the amount of Blocker Sales Proceeds that the Buyer pays to the Blocker Sellers shall not, in the aggregate, exceed an amount equal to $1,000,000,000.

  • In furtherance of the foregoing, (a) the Company and the electing Blocker shall cause their respective Affiliates to, implement the Blocker Reorganization (as defined in the Partial Blocker Sale Term Sheet) with respect to such Blocker and (b) following the satisfaction of clause (a), the Parties shall consummate the transactions contemplated by each Blocker Equity Purchase Agreement (as defined in the Partial Blocker Sale Term Sheet) with respect to such Blocker.

  • This Equity Purchase Agreement and the consummation of the transaction contemplated hereby have been duly and validly authorized by the Board of Directors of FMI Blocker and no other corporate proceedings on the part of FMI Blocker is necessary to authorize this Equity Purchase Agreement or to consummate the transactions contemplated hereby (other than the approval of the FMI Blocker Sale by the stockholders of FMI Blocker in accordance with the CBCA).


More Definitions of Blocker Sale

Blocker Sale has the meaning set forth in the recitals.
Sample 1

Related to Blocker Sale

  • Blocker has the meaning set forth in the preamble.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Second Closing has the meaning set forth in Section 2.2.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • 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).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

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

  • Membership Interests has the meaning set forth in the recitals.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • JV means Joint Ventures

  • Second Closing Date means the date of the Second Closing.

  • Stock Sale means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company.

  • IPO Closing Date means the closing date of the IPO.

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Additional Closing has the meaning set forth in Section 2.3.