GAPCO Blocker definition

GAPCO Blocker means GAPCO AIV Blocker (EW), LLC, a Delaware limited liability company.
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Examples of GAPCO Blocker in a sentence

  • Pubco hereby acknowledges and understands that GAPCO Blocker and GAPCO Holder are entering into this Agreement and the transactions contemplated hereby in reliance upon the representations given by Pubco in Section 3.1 of the Reorganization Agreement.

  • Notwithstanding anything herein to the contrary, this Agreement and the Mergers may be terminated or abandoned by written agreement of each of Pubco, Merger Sub, GAPCO Blocker and GAPCO Holder at any time prior to the Effective Time and there shall be no further liability on the part of any of the parties hereto.

  • Following Merger I, GAPCO Blocker will continue as the surviving entity (“Surviving Entity I”) and the separate legal existence of Merger Sub shall cease.

  • Merger Sub hereby acknowledges and understands that GAPCO Blocker and GAPCO Holder are entering into this Agreement and the transactions contemplated hereby in reliance upon the representations given by Merger Sub in Section 3.1 of the Reorganization Agreement.

  • Pubco unconditionally guarantees to each of GAPCO Blocker and GAPCO Holder the full and complete performance by Merger Sub of its respective obligations under this Agreement and shall be liable for any breach of any representation, warranty, covenant or obligation of Merger Sub under this Agreement.

  • Without limiting the generality of the foregoing, as of Effective Time I, all properties, rights, privileges, powers and franchises of Merger Sub will vest in GAPCO Blocker, as Surviving Entity I, and all debts, liabilities and duties of Merger Sub will become debts, liabilities and duties of GAPCO Blocker, as Surviving Entity I.

  • The Certificate of Formation and Limited Liability Company Agreement of GAPCO Blocker as in effect immediately preceding Effective Time I shall remain unchanged as a result of Merger I and shall continue as the Certificate of Formation and Limited Liability Company Agreement of Surviving Entity I following Merger I.

  • Upon the terms and subject to the conditions set forth in this Agreement, at Effective Time I (as defined below) Merger Sub will be merged (“Merger I”) with and into GAPCO Blocker in accordance with the provisions of Section 264 of the DGCL and Section 18-209 of the DLLCA.

  • GAPCO Holder has delivered to Pubco and Merger Sub a true and complete copy of the certificate of formation of GAPCO Blocker and the limited liability company agreement of GAPCO Blocker, each as in effect on the date hereof.

  • The managers and officers of GAPCO Blocker at Effective Time II, if any, shall continue as the managers and officers of Surviving Entity I, and will hold office until Effective Time II.

Related to GAPCO Blocker

  • Blocker has the meaning set forth in the preamble.

  • GP means Gottbetter & Partners, LLP.

  • Atlas means Automated Transportation Logistics Activity System. ATLAS is a computerized information system to which all Shippers have access upon request. ATLAS enables Shippers to nominate and release product and to monitor and coordinate the movement of Petroleum Products while on Carrier's system.

  • Holdco has the meaning set forth in the Preamble.

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.

  • EXCO means EXCO Resources, Inc., a Texas corporation.

  • Blackwater means wastewater contaminated by human body waste, toilet paper and any other material intended to be deposited in a receptor designed to receive urine or feces.

  • AcquisitionCo means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.

  • NGL means natural gas liquids.

  • Acquisition Corp. shall have the meaning given to such term in the preamble to this Agreement.

  • Management Group means at any time, the Chairman of the board of directors, the Chief Executive Officer, the President, any Managing Director, Executive Vice President, Senior Vice President or Vice President, any Treasurer and any Secretary of Holdings or other executive officer of Holdings or any Subsidiary of Holdings at such time.

  • OpCo has the meaning set forth in the Preamble.

  • Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • ETP means Energy Transfer Partners, L.P., a Delaware limited partnership.

  • Asset management means a systematic process of operating and maintaining the state system of

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • Departing General Partner means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or Section 11.2.

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

  • Co-op A private, cooperative housing corporation, having only one class of stock outstanding, which owns or leases land and all or part of a building or buildings, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors authorizes the sale of stock and the issuance of a Co-op Lease.

  • Cross-Over Situation For any Distribution Date and for each Loan Group (after taking into account principal distributions on such Distribution Date) with respect to the Class A and Class B Lower Tier REMIC Interests, a situation in which the Class A and Class B Interests corresponding to any Loan Group are in the aggregate less than 1% of the Subordinated Portion of the Loan Group to which they correspond.

  • EBS means Electronic Bid Submission.