W Capital Blocker definition

W Capital Blocker means W Capital Partners III IBC, Inc., a Delaware corporation.
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W Capital Blocker and together with KPCB Blocker, IVP Blocker and any blocker that becomes party to the Business Combination Agreement by executing a joinder thereto, the “Blockers”), Passport Company Merger Sub, LLC, a Delaware limited liability company (the “Company Merger Sub”), and Inspirato LLC, a Delaware limited liability company (“Inspirato OpCo”) are parties to that certain business combination agreement, dated as of June 30, 2021 (as amended, the “Business Combination Agreement”), which, among other things, provides for (i) the merger of the Blockers with and into the Merger Subs with the Merger Subs surviving such merger as a wholly-owned subsidiaries of Xxxxxx (collectively, the “Blocker Mergers”), and (ii) immediately following the Blocker Mergers, the merger of the Company Merger Sub with and into Inspirato LLC, with Inspirato LLC as the surviving company, resulting in Inspirato LLC becoming a subsidiary of Xxxxxx, which will immediately be renamed “Inspirato Incorporated” (the “Merger”), and, as a result of the Merger, all Xxxxxx Common Stock will be exchanged for such number of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) as described in the Business Combination Agreement; and
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Examples of W Capital Blocker in a sentence

  • As a result of the W Capital Blocker Merger, the separate corporate existence of W Capital Blocker shall cease, and Blocker Merger Sub 3 shall continue as the surviving company and as a wholly-owned subsidiary of the Buyer (sometimes referred to, in such capacity, as the “Surviving W Capital Merger Sub” and together with the Surviving KPCB Merger Sub and the Surviving IVP Merger Sub, the “Surviving Merger Subs”).

  • Upon the terms and subject to the conditions set forth herein, and in accordance with the DGCL, at the Blocker Effective Time, W Capital Blocker shall be merged with and into Blocker Merger Sub 3.

Related to W Capital Blocker

  • Blocker has the meaning set forth in the preamble.

  • Equity Capital means capital invested in common or preferred stock, royalty rights, limited partnership interests, limited liability company interests, or any other security or rights that evidence ownership in a private business.

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness (other than Working Capital Borrowings and other than for items purchased on open account or for a deferred purchase price in the ordinary course of business) by any Group Member and sales of debt securities of any Group Member; (b) issuances of equity interests of any Group Member (including the Common Units sold to the IPO Underwriters in the Initial Public Offering) to anyone other than the Partnership Group; (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business and (ii) sales or other dispositions of assets as part of normal retirements or replacements; and (d) capital contributions received by a Group Member.

  • Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

  • Net Capital Net Capital shall mean "net capital" as defined in Rule 15c3-1.

  • Venture capital fund means a private fund that meets the definition of a venture capital fund in SEC Rule 203(l)-1, 17 C.F.R. § 275.203(l)-1.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Book Capital Account means, for any Holder at any time, the Book Capital Account of the Holder for such day, determined in accordance with Section 8.1 hereof.

  • Parent Capital Stock means the Parent Common Stock and Parent Preferred Stock.

  • Contributed Capital at any time, the aggregate amount which shall theretofore have been received by the Borrower as a contribution to its capital or as consideration for the issuance of partnership interests in the Borrower; Contributed Capital shall in any event exclude the proceeds of any Specified Affiliate Debt and any Restricted Equity.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Holdco has the meaning set forth in the Preamble.

  • Class B Limited Partner means any Person executing (by power of attorney or otherwise) this Agreement as of the date hereof as a Class B Limited Partner or hereafter admitted to the Partnership as a Class B Limited Partner as herein provided, but shall not include any Person who has ceased to be a Class B Limited Partner in the Partnership.

  • Capital investment means an investment in real property, personal property, or both, at a

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares pursuant to a Dividend Reinvestment Plan;

  • PIPE Investment Amount has the meaning specified in Section 6.16.

  • Partnership Percentage means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners’ initial Partnership Percentages shall be proportionate to the Partners’ initial Capital Contributions to the Partnership. Thereafter, subject to Section 1.68(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in Section 1.68(f).

  • Working Capital Target has the meaning set forth in Section 1.3(b).

  • Unit Capital means the aggregate of the face value of units issued under the scheme and outstanding for the time being.

  • Class A Limited Partner means EPCO Holdings, Inc., a Delaware corporation, and its successors and assigns.

  • initial capital or ‘Capital’: means the money that you initially subscribed to invest into the Plan.

  • SLP means Silver Lake Management Company III, L.L.C., Silver Lake Management Company IV, L.L.C. and their respective affiliated management companies and investment vehicles.

  • Junior Capital collectively, any Indebtedness of any Parent or the Borrower that (a) is not secured by any asset of the Borrower or any Restricted Subsidiary, (b) is expressly subordinated to the prior payment in full of the Loans on terms consistent with those for senior subordinated high yield debt securities issued by U.S. companies sponsored by either of the Sponsors (as determined in good faith by the Borrower, which determination shall be conclusive), (c) has a final maturity date that is not earlier than, and provides for no scheduled payments of principal prior to, the date that is 91 days after the Initial Term Loan Maturity Date (other than through conversion or exchange of any such Indebtedness for Capital Stock (other than Disqualified Stock) of the Borrower, Capital Stock of any Parent or any other Junior Capital), (d) has no mandatory redemption or prepayment obligations other than (x) obligations that are subject to the prior payment in full in cash of the Loans or (y) pursuant to an escrow or similar arrangement with respect to the proceeds of such Junior Capital and (e) does not require the payment of cash interest until the date that is 91 days following the Initial Term Loan Maturity Date.

  • Per capita income means the average for the most recent three years for

  • Virginia venture capital account means an investment fund that has been certified by the