Blocker Holdings definition

Blocker Holdings. (a) prior to the Blocker Merger, Blocker Mergersub and (b) following the Blocker Merger, Waterworks Blocker as successor to the Blocker Merger. Following the Blocker Merger, Waterworks Blocker shall be converted to a Delaware limited liability company.
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Blocker Holdings means Core & Main GP, LLC (formerly known as HD Supply Waterworks Group, Inc.), a Delaware limited liability company, and any successor in interest thereto.
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Blocker Holdings shall have the meaning set forth in the preamble.
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Examples of Blocker Holdings in a sentence

  • There are no suits or proceedings pending or, to Blocker Holdings' knowledge, threatened in writing against Blocker Holdings, at law or in equity, or before or by any Governmental Authority, which would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Blocker Holdings' ability to consummate the Restructuring Transactions or the Transactions.

  • Blocker Holdings is an entity duly organized or formed, validly existing and in good standing under the laws of the State of Delaware.

  • Immediately following the Closing, the Paying Agent shall pay (and the Escrow Agreement will provide for the Paying Agent to pay) Blocker Holdings the Blocker Closing Consideration, by wire transfer of immediately available funds to the account designated for such purpose by Blocker Holdings, automatically and without the need for a Letter of Transmittal or further instruction from any party.

  • Except as set forth on Schedule 3.1B, the Clearview Blocker has no subsidiaries and does not own, directly or indirectly, any Equity Interest in any Person other than the Clearview Blocker Holdings Units.

  • The Company Representations, Blocker Representations, Blocker Holdings Representations (and Purchaser's right to seek indemnification under this Article X in respect thereof) and the Purchaser Representations (and the Equityholder Representative's right to seek indemnification under this Article X in respect thereof) shall continue in full force and effect until the date that is thirteen (13) months after the Closing Date (the "Survival End Date").

  • Blocker Holdings is not subject to any outstanding judgment, order or decree of any Governmental Authority which would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Blocker Holdings' ability to consummate the Restructuring Transactions or the Transactions.

  • Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Blocker Holdings shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept delivery from Blocker Holdings of, the Shares, free and clear of all Liens (except for transfer restrictions of general applicability as may be provided under applicable securities Laws).

  • One hundred (100) Shares are issued and outstanding, all of which are held by Blocker Holdings.

  • To the knowledge of Blocker Holdings, there is no pending or threatened in writing material investigation of Blocker Holdings by any Governmental Authority.

  • No broker, investment banker, financial advisor, intermediary, finder or other Person is entitled to any broker's, finder's or financial advisor's fee or other similar fee or commission, or the reimbursement of expenses, directly or indirectly, in connection with the Restructuring Transactions or the Transactions based upon arrangements made by or on behalf of Blocker Holdings for which Purchaser, the Surviving Company or any of their respective Subsidiaries will be liable following the Closing.

Related to Blocker Holdings

  • Blocker has the meaning set forth in the preamble.

  • Holdco has the meaning set forth in the Preamble.

  • Acquisition Subsidiary shall have 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.

  • Subsidiary Partnership means any partnership of which the partnership interests therein are owned by the General Partner or a direct or indirect subsidiary of the General Partner.

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • 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;

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • 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.

  • OpCo has the meaning set forth in the Preamble.

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

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

  • Successor Holdings has the meaning assigned to such term in Section 6.03(a)(v).

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • 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.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Holdings as defined in the preamble hereto.

  • Qualified Holdings means, as to any Recipient, all Shares owned beneficially or of record by: (i) such Recipient, or (ii) such Recipient's Customers, but in no event shall any such Shares be deemed owned by more than one Recipient for purposes of this Plan. In the event that more than one person or entity would otherwise qualify as Recipients as to the same Shares, the Recipient which is the dealer of record on the Fund's books as determined by the Distributor shall be deemed the Recipient as to such Shares for purposes of this Plan.

  • Restricted Group means, collectively the Company, its subsidiaries, the members of the Sponsor Group and their respective Affiliates.

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

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

  • GP means Gottbetter & Partners, LLP.

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.