WCAS Blocker definition
Examples of WCAS Blocker in a sentence
With respect to each WCAS Blocker Seller, as of the date hereof, such WCAS Blocker Seller is the sole record and beneficial owner of the Blocker Common Units set forth opposite the name of such WCAS Blocker Seller on Schedule A, free and clear of all Claims (other than restrictions on transfer under applicable securities laws and WCAS Blocker’s Organizational Documents).
The Company hereby grants to each Qualified Investor (including, for the avoidance of doubt, the WCAS Group and the Walgreens Group to the extent of their respective ownership of WCAS Blocker) the right to purchase its Proportionate Fully-Diluted Percentage of any Company Equity Securities to be issued in any future Eligible Issuance.
Without limiting the generality of the foregoing or Buyer’s obligations under Section 5.05(b), each of the Company, the WCAS Blocker, the Sellers and Buyer will use reasonable best efforts to make filings or notifications with, and obtain consents of all Governmental Bodies necessary to consummate the transactions contemplated by this Agreement.
For the avoidance of doubt, the parties hereto acknowledge and agree that WCAS Blocker and its respective Affiliates may provide general information about the subject matter of this Agreement (excluding any economic or other substantive terms hereof) in connection with WCAS Blocker or its Affiliate’s fund raising, marketing or reporting activities.
In so doing, such parties may rely on any and all actions taken by and decisions of the Sellers’ Representative under this Agreement notwithstanding any dispute or disagreement among any of the Sellers, the WCAS Blocker or the Sellers’ Representative with respect to any such action or decision without any liability to, or obligation to inquire of, any Seller, the WCAS Blocker, the Company, the Sellers’ Representative or any other Person.
If such retained amount exceeds the actual amount of federal, state and local income taxes paid by WCAS Blocker with respect to such taxable period, WCAS Blocker, and Buyer shall cause WCAS Blocker to, pay 43.2% of such excess to the WCAS Blocker Sellers.
Buyer acknowledges that it is a significant equityholder of the Company and WCAS Blocker, with designation rights for the Board of Managers of the Company and information rights that provide Buyer with access to material information about the Company and its Subsidiaries that is similar to information available to certain of the Equity Holders.
The Company hereby grants to each Qualified Investor (including, for the avoidance of doubt, the WCAS Group to the extent of their ownership of WCAS Blocker) the right to purchase its Proportionate Fully-Diluted Percentage of any Company Equity Securities to be issued in any future Eligible Issuance.
None of Buyer, any WCAS Blocker Seller, the WCAS Blocker or the Company shall file any U.S. federal, state, local and foreign tax returns in a manner that is inconsistent with the Allocation Schedule or the Methodology Schedule; provided that none of Buyer, the Company or their respective Affiliates shall have any liability to any WCAS Blocker Seller or WCAS Blocker with respect to any administrative or judicial proceedings relating to the Allocation Schedule or the Methodology Schedule.
Except as set forth in Section 3.02(l) of the Disclosure Schedules, no manager, officer, equityholder or employee of any WCAS Blocker Seller, the Company, any of the Company’s Subsidiaries or any of the Affiliates of the foregoing Persons has any ownership interest in any property or asset used by the Company or any of its Subsidiaries.