Tire Blocker definition
Tire Blocker has the meaning set forth in the Recitals. “Tire Blocker Stock” has the meaning set forth in the Recitals. “Transaction” means, collectively, the transactions contemplated by this Agreement and the Ancillary Agreements. “Transaction Expenses” means, solely to the extent unpaid as of immediately prior to the Closing, the aggregate amount of the following fees and expenses incurred through the Closing and payable by any Company Member in connection with this Agreement and the consummation of the Transaction: (a) any fees and expenses of UBS Securities LLC, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., Ropes & Gray LLP and Sidley Austin LLP and other financial advisors, attorneys, accountants, advisors, consultants or other representatives engaged in connection with the Transaction, (b) transaction-related bonuses, change of control payments and any other similar payments triggered and payable solely as a result of the occurrence of the Closing, and (c) the employer portion of any payroll, social security, unemployment or similar Taxes with respect to any payments pursuant to clause (b). For the avoidance of doubt, Transaction Expenses will not include (x) any fees or expenses incurred by Buyer, Parent or any of their financial advisors, attorneys, accountants, advisors, consultants or other representatives or financing sources, regardless of whether any such fees or expenses may be paid after the Closing by any Company Member, or any fees and expenses Buyer expressly agrees to pay pursuant to this Agreement or (y) any fees or expenses taken into account in the determination of Closing Net Working Capital or Closing Company Indebtedness. “Transaction Form 8-K” has the meaning set forth in Section 6.8. “Transaction Tax Deduction” has the meaning set forth in Section 6.6(c)(i). “Transfer Taxes” has the meaning set forth in Section 6.6(a). “Treasury Regulations” means the U.S. Department of the Treasury regulations promulgated under the Code. “WARN Act” has the meaning set forth in Section 3.13(c).
Examples of Tire Blocker in a sentence
Buyer will pay all transfer, documentary, sales, use, stamp, registration and other such non-income Taxes incurred in connection with the purchase and sale of the Purchased Interests, the ▇▇ ▇▇▇▇▇▇▇ Interests, the Tire Blocker Stock and the Marastar Blocker Stock (“Transfer Taxes”) pursuant to this Agreement, and Buyer will be responsible for the preparation and filing of any Tax Returns with respect to such Taxes.