Capital Partners Shares definition

Capital Partners Shares means all of the shares of Common Stock owned or held by Capital Partners; provided, that such shares shall cease to be Capital Partners Shares when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act (as defined below) and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred pursuant to Rule 144 of the Securities Act (or any similar provisions thereunder, other than Rule 144A), new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; or (c) such securities shall have ceased to be outstanding.
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Capital Partners Shares means the lesser of (i) 900,027 shares of Common Stock directly beneficially owned by Capital Partners and (ii) all shares of Common Stock directly beneficially owned by Capital Partners.
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Examples of Capital Partners Shares in a sentence

  • Any holder of Capital Partners Shares or GTI Shares may elect to withdraw such holder’s request for inclusion of the Capital Partners Shares or GTI Shares in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement.

  • Any demand for a Demand Registration shall specify the number of Capital Partners Shares or GTI Shares proposed to be sold and the intended method(s) of distribution thereof.

  • The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Capital Partners Shares or GTI Shares.

  • If a majority-in-interest of the Demanding Holders so elect, and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Capital Partners Shares and GTI Shares pursuant to such Demand Registration shall be in the form of an underwritten offering.

  • If either Capital Partners or GTI disapprove of the terms of any underwriting or are not entitled to include all of their Capital Partners Shares and GTI Shares in any offering, either Capital Partners or GTI may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of its request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration.

  • The Company shall furnish to each holder of Capital Partners Shares or GTI Shares included in any Registration Statement a signed counterpart, addressed to such holder, of (a) any opinion of counsel to the Company delivered to any Underwriter and (b) any comfort letter from the Company’s independent public accountants delivered to any Underwriter.

  • Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder in connection with the sale of the Capital Partners Shares or GTI Shares by such selling holder pursuant to the Registration Statement containing such untrue statement or allegedly untrue statement.

  • In any action, the Company and the holders of Capital Partners Shares or GTI Shares irrevocably and unconditionally waive and agree not to assert by way of motion, as a defense or otherwise any claims that it is not subject to the jurisdiction of the above court, that such action is brought in an inconvenient forum or that the venue of such action is improper.

  • At any time, and from time to time, on or after the Release Date, the holders of a majority in interest of the Capital Partners Shares held by Capital Partners and its respective transferees and the holders of a majority in interest of the GTI Shares held by GTI and its respective transferees, may each make a written demand for registration under the Securities Act of all or part of their respective Capital Partners Shares and GTI Shares (a “Demand Registration”).

  • In each such case, the right of any holder to include such holder’s Capital Partners Shares or GTI Shares in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Capital Partners Shares or GTI Shares in the underwriting to the extent provided herein.

Related to Capital Partners Shares

  • TPG has the meaning set forth in the preamble.

  • 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.

  • Initial Limited Partners means the Organizational Limited Partner (with respect to the Common Units and Subordinated Units received by it as described in Section 5.1), the General Partner (with respect to the Incentive Distribution Rights received by it as described in Section 5.1) and the Underwriters, in each case upon being admitted to the Partnership in accordance with Section 10.1.

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

  • KKR means each of Kohlberg Kravis Xxxxxxx & Co., L.P. and KKR Associates, L.P.

  • General Partner Interest means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it) which may be evidenced by Partnership Securities or a combination thereof or interest therein, and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.

  • LP means the aggregate quantity of Lost Production during such Month (expressed in MWh) and

  • Carlyle means Carlyle Investment Management, LLC.

  • Blackstone means collectively, The Blackstone Group L.P., a Delaware limited partnership, and any Affiliate thereof (excluding any natural persons and any portfolio companies of any Blackstone-sponsored fund).

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

  • CD&R Investors means, collectively, (i) CD&R Fund VIII, (ii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, and (iii) any Affiliate of any CD&R Investor identified in clauses (i) and (ii) of this definition.

  • Special Limited Partner Interest means the interest of the Special Limited Partner in the Partnership representing its right as the holder of an interest in distributions described in Sections 5.1(b)(iii)(A), (c), (d) and (e) (and any corresponding allocations of income, gain, loss and deduction under this Agreement).

  • Warburg means Warburg Pincus Private Equity VIII, L.P.

  • TCV ’ means total consolidated volume calculated as the total national volume in those classes listed on MIAX Pearl for the month for which the fees apply, excluding consolidated volume executed during the period of time in which the Exchange experiences an Exchange System Disruption (solely in the option classes of the affected Matching Engine). See the Definitions Section of the Fee Schedule.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • QP means a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act.

  • Oaktree means Oaktree Capital Management, LLC and its Affiliates, including any partnerships, separate accounts or other entities managed by Oaktree.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • General partnership means an organization formed under chapters 45-13 through 45-21.

  • GS shall have the meaning assigned to such term in the preamble to this Agreement.

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

  • Initial Common Units means the Common Units sold in the Initial Offering.

  • Asset Management Company/UTI AMC/AMC/Investment Manager means the UTI Asset Management Company Limited incorporated under the Companies Act, 1956, (1 of 1956) [replaced by The Companies Act, 2013 (No.18 of 2013)] and approved as such by Securities and Exchange Board of India (SEBI) under sub-regulation (2) of Regulation 21 to act as the Investment Manager to the schemes of UTI Mutual Fund.

  • Manager-managed limited liability company means a limited liability company that is managed by

  • Sub-Investment Manager means for each Fund any sub-investment manager or sub-investment managers indicated in the relevant Supplement and any sub-investment manager that the relevant Investment Manager may appoint in the future to manage the Fund, provided that disclosure of any such sub-investment managers appointed by the Investment Managers will be provided to Shareholders upon request and details thereof will be disclosed in the periodic reports to Shareholders, and provided further that each Sub-Investment Manager may appoint a sub-investment manager/advisor to manage/advise any portion of the assets of any Fund to which it has been appointed Sub-Investment Manager in accordance with the requirements of the Central Bank Rules;