GS Investors means, as of any date, GS Capital Partners 2000, L.P., GS Capital Partners 2000 Employee Fund, L.P., GS Capital Partners 2000 Offshore, L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & Co. KG and GS Capital Partners V Institutional, L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
GS Investors means WSEP Egypt Holdings, LP, a Delaware limited partnership, WSIP Egypt Holdings, LP, a Delaware limited partnership, and each of their Permitted Transferees, collectively, and “GS Investor” means any of them, individually.
The Series D Preferred Stock is non-voting while held by the GS Investors or their affiliates, and while held by any holder who receives such shares by means other than a Widely Dispersed Offering.
Lee Equity Fund VI, L.P. (“THL Fund VI”) and the GS Investors in order to consummate the transactions contemplated by this Agreement, it being understood that Financing on terms, taken as a whole, not materially less favorable to the Company than those set forth on the term sheet attached hereto as Annex B shall be deemed to be reasonably acceptable to THL Fund VI and the GS Investors.
The THL Investors and the GS Investors shall have delivered executed counterparts to the Registration Rights Amendments to the Company.
Effective as of the Closing Date, and on the terms and subject to the conditions set forth in this Agreement, each of the GS Investors shall convert all of its shares of Series B-1 Preferred Stock into the number of shares of Series D Preferred Stock listed opposite such Investor’s name on Exhibit A hereto in accordance with the Series B-1 Certificate of Designations and shall, at the Closing, deliver to the Company the certificate or certificates representing such Series B-1 Preferred Stock.
The Letter Agreement contemplates, among other things, that Master Fund I (or newly created affiliated investment funds) may increase its equity commitment in Parent prior to closing by causing the GS Investors to transfer a portion of their or their affiliates’ equity commitment to Master Fund I (or newly created affiliated investment funds).
More definitions of GS Investors
GS Investors means, GS Capital Partners, GS Capital Partners VI Parallel, L.P., GS Capital Partners VI Offshore Fund, L.P., and GS Capital Partners VI GmbH & Co. KG.