Blocker Entities Sample Clauses

Blocker Entities. If an Exit Transaction is structured to include the Equity Interests of a Blocker Entity of the BIP Funds, BIP shall use commercially reasonable efforts to include the Equity Interests in any Blocker Entity of the Enagas Investor and GIC Investor in such Exit Transaction; provided, that such transaction would not result in any adverse economic, tax or marketing consequences to any of the TGE Investors.
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Blocker Entities. After the purchase by MEMC Holdings Corporation of the Blocker Interests pursuant to the Blocker Purchase Agreements and prior to the Effective Time, Parent will cause such Blocker Entities to be converted to disregarded entities for U.S. federal income tax purposes or liquidate such Blocker Entities, such that MEMC Holdings Corporation will own directly, for U.S. federal income tax purposes, all Units held by such Blocker Entities at the Effective Time.”
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Blocker Entities. Blocker Holdco hereby severally represents and warrants the following:
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Blocker Entities. Such Blocker (i) has not owned and does not own any assets or property (other than Blocker Class A Interests), (ii) has not had and does not have any employees, (iii) except as set forth on Schedule 3.07(iii), is not and has not been a party to any Contracts, (iv) has not conducted and does not conduct any business (other than the ownership of Blocker Class A Interests) and (v) except: (A) for Taxes accrued and not yet payable, (B) for obligations under the organizational documents of such Blocker and nominal amounts necessary for the corporate maintenance and existence of such entity and (C) as set forth on Schedule 3.07(v), does not have any liabilities, debts or obligations of any nature (whether known or unknown, absolute, accrued, contingent or otherwise).
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Blocker Entities. GP and the Partnership acknowledge that one or more of the purchasers of Preferred Units in the Equity Offering (each, a “Purchaser”) are making their investment through one or more newly-formed US “blocker entities” (i) whose only asset will be its direct or indirect ownership of Preferred Units (each, a “Blocker Corp”) and cash or other consideration received as a result of ownership of such Preferred Units, and (ii) whose only liabilities will be liabilities incurred in connection with the ownership of such equity interests (e.g., taxes payable). In connection with the consummation of the transactions contemplated by this Agreement (including the Conversion and the Merger), if any Purchaser shall so request at least five (5) business days prior to such consummation, any such Blocker Corp (or, as applicable, any such Purchaser) shall have the right to be merged with, or contributed to (or, as applicable, to cause such Blocker Corp to be merged with or contributed to), the Company in a transaction intended to be tax-free under Code section 368 or Code section 351, in exchange for the Company Shares such Purchaser would have received as Merger Consideration without any discount. Any such Purchaser shall be responsible for and shall indemnify the Company for any taxes of the Blocker Corp for taxable periods or portions thereof ending on or prior to the Closing to the extent such taxes exceed the amount of cash held by the Blocker Corp at the time of such merger or contribution.
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Blocker Entities. 1. SLP IV West Feeder Corp
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Blocker Entities. The General Partner and the Partnership acknowledge that one or more Purchasers are making their investment through one or more newly-formed US “blocker entities” (i) whose only asset will be its direct or indirect ownership of Purchased Units (each, a “Blocker Corp.”) and cash or other consideration received as a result of ownership of such Purchased Units, and (ii) whose only liabilities will be liabilities incurred in connection with the ownership of such Purchased Units (e.g., taxes payable). In connection with the consummation of the C-Corporation Conversion, if any Purchaser shall so request at least five (5) Business Days prior to such consummation, any such Blocker Corp. (or, as applicable, any such Purchaser) shall have the right to be merged with, or contributed to (or, as applicable, to cause such Blocker to be merged with or contributed to) StoneMor Inc. in a transaction intended to be tax-free under Code section 368 or Code section 351, in exchange for the C-Corp Shares such Purchaser would have received as consideration in the C-Corporation Conversion without any discount. Any such Purchaser shall be responsible for and shall indemnify StoneMor Inc. for any taxes of the Blocker Corp. for taxable periods or portions thereof ending on or prior to the consummation of the C-Corporation Conversion to the extent such taxes exceed the amount of cash held by the Blocker Corp. at the time of the C-Corporation Conversion.
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Related to Blocker Entities

  • Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Parent Subsidiaries (a) All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and nonassessable and are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all material pledges, liens, charges, mortgages, deeds of trust, rights of first offer or first refusal, options, encumbrances and security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other third party rights or title defect of any kind or nature whatsoever, “Liens”), and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

  • Equity Ownership; Subsidiaries All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and (except with respect to the Company) free and clear of all Liens, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company and is set forth on Schedule 9.8. Except for certain Dormant Entities, the Company has no Subsidiaries that are not Wholly-Owned Subsidiaries. As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

  • Parent Nothing herein shall be construed to limit or affect any action or inaction by (i) Parent or Merger Sub in accordance with the terms of the Merger Agreement or (ii) any Affiliate, officer, director or direct or indirect equity holder of Parent or Merger Sub acting in his or her capacity as a director or officer of Parent or Merger Sub; provided, however, that this Section 1.11 shall not relieve any such Person from any liability or obligation that he, she or it may have independently of this Agreement or as a consequence of any action or inaction by such Person.

  • Organization; Subsidiaries (a) Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company.

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • Capitalization; Subsidiaries (a) As of the close of business on May 6, 2022 (the “Capitalization Date”), the Company was authorized to issue a maximum of (i) 200,000,000 Common Shares, 71,043,181 of which were issued and outstanding and none of which were held by the Company as treasury shares, (ii) 3,992 shares of series A preferred shares, no par value (“Series A Preferred Shares”), 1,715 of which were issued and outstanding, and (iii) 3,992 shares of series B preferred shares, no par value (“Series B Preferred Shares”), 1,697 of which were issued and outstanding, and (iv) 9,992,016 shares of unclassified preferred shares of the Company, no par value per share (“Unclassified Preferred Shares” and, together with the Series A Preferred Shares and the Series B Preferred Shares, the “Company Preferred Shares”), no shares of which were issued and outstanding. There are no other classes of shares of the Company and no bonds, debentures, notes or other Indebtedness or securities of the Company having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which holders of any class of shares of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there were (A) outstanding Company Options to purchase 8,379,746 Common Shares, (B) 2,032,586 outstanding Company RSUs, including 40,000 outstanding Company PRSUs (assuming target performance) and 25,500 Company RSUs that have been deferred under the Company’s 2022 deferral election agreements, (C) rights to purchase a maximum of 2,657,085 Common Shares pursuant to the Company ESPP were outstanding (determined based on the fair market value of a Common Share on the first day of the current offering period) and (D) 1,711,774 Common Shares reserved for future issuance under the Company Share Plans. Since the close of business on the Capitalization Date, and except as disclosed on Section 3.2(a) of the Company Disclosure Letter, there has been no issuance or grant of any Common Shares, Company Preferred Shares or any other securities of the Company, other than any de minimis issuances of Common Shares or other securities in accordance with the exercise, vesting or settlement, as applicable, of any Company Share Plan Awards outstanding as of the close of business on the Capitalization Date in accordance with the Company Share Plan Awards and disclosed on Section 3.2(a) of the Company Disclosure Letter.

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