GS Units definition

GS Units means: (i) any Common Units purchased or otherwise acquired by any GS Party (including, without limitation, as a result of or in connection with the Recapitalization), (ii) any warrants, Options, or other rights to subscribe for or to acquire, directly or indirectly. Common Units which are owned by a GS Party, whether or not then exercisable or convertible (including, without limitation, the warrants issued to the GS Party in connection with the Mezzanine Debt Purchase Agreement (as defined in the Operating Agreement)), (iii) any stock, notes, or other securities which are convertible into or exchangeable for, directly or indirectly, Common Units, whether or not then convertible or exchangeable, and (iv) any Common Units issued or issuable upon the exercise, conversion, or exchange of any of the securities referred to in clauses (i) through (iii) above, and (v) any securities issued or issuable directly or indirectly with respect to the securities referred to in clauses (i) through (iv) above by way of stock dividend or stock split or in connection with a combination of units, recapitalization, merger, consolidation, or other reorganization. As to any particular units constituting GS Units, such units will cease to be GS Units when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act.
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Examples of GS Units in a sentence

  • Prior to transferring any GS Units to any Person, the transferring GS Party shall cause the prospective transferee to execute and deliver to Company and the other Unitholders a counterpart of this Agreement.

  • Upon the Transfer of any Common Units held by Company or any GS Units pursuant to this Section 2(c), the transferee shall deliver a written notice to Holdings, which notice shall disclose in reasonable detail the identity of such transferee, and the number and class of Common Units or GS Units (as the case may be) to be Transferred.

  • The Offer Notice shall disclose in reasonable detail the identity of the prospective transferee(s), the number and class of such GS Units to be Transferred, and the terms and conditions of the proposed Transfer.

  • For example (but subject to the terms of Section 11.3 of the Operating Agreement), if the Approved Sale is structured as a sale of Common Units, upon the request of Holdings, each GS Party will sell all (or a portion, if so directed by Holdings) of its GS Units to a purchaser in an Approved Sale as part of a plan that involves an acquisition of Common Units in exchange for the Implied Unit Consideration (as defined in the Operating Agreement).

  • Any transfer or attempted transfer of any GS Units in violation of any provision of this Agreement shall be void, and Company shall not record such transfer on its books or treat any purported transferee of such GS Units as the owner of such GS Units for any purpose.