Eligible Blocker definition

Eligible Blocker means any entity (i) that is an Affiliate of a Specified Fund Investor, (ii) that is either classified as a domestic corporation within the meaning of Section 7701(a) of the Code or is a Permitted Foreign Corporation, (iii) a majority of the Equity Interests in which (by value) has, at all times since the Amendment and Restatement Date, been owned, directly or indirectly, by tax-exempt organizations or individuals who are or were Non-U.S. Persons, (iv) whose assets have, since its date of formation, consisted exclusively of (A) Equity Interests in the Company, cash or Ether or (B) Equity Interests in entities classified as partnerships or disregarded entities for U.S. federal income tax purposes whose assets have consisted exclusively of direct or indirect Equity Interests in the Company, cash or Ether, (v) that has no liabilities other than Tax liabilities not yet due and owing, and (vi) that at no time has transferred or disposed of, directly or indirectly, any property in a transaction that would reasonably be expected to result in the recognition of gain for U.S. federal income tax purposes.
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Examples of Eligible Blocker in a sentence

  • The Eligible Blocker shall notify the Company in writing of any dispute with respect to the Blocker Tax Liability no later than the fourth (4th) Business Day after its receipt of such estimates.

  • The Company shall also provide the Eligible Blocker with a draft of a definitive agreement, on customary terms, to effect the Blocker Exchange (an “Exchange Agreement”).

  • Notwithstanding anything in this Section 5.5 to the contrary, an Eligible Blocker may elect to exercise the Exchange Right available to such Eligible Blocker whereby its Blocker Shareholders would receive a number of shares of Class A Common Stock equal to the number of Company Exchange Units held by such Eligible Blocker in exchange for a Transfer to Pubco of 100% of the outstanding Equity Interests of such Eligible Blocker (a “Blocker Exchange”).