GS Shares definition

GS Shares means the Class B Shares held by GS Car Rental HK Limited and GS Car Rental HK Parallel Limited.
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GS Shares means any Common Stock acquired by the GS Group (or its --------- Affiliates) pursuant to the Purchase Agreement or otherwise and any equity securities issued or issuable directly or indirectly with respect to such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular shares constituting GS Shares, such shares will cease to be GS Shares only 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 pursuant to Rule 144 (or by similar provision then in force) under the Securities Act.
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GS Shares has the meaning set out in Section 6.6(a);
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Examples of GS Shares in a sentence

  • I have read and understand the Firm’s hedging and pledging policies (including, without limitation, the Firm’s “Policies With Respect to Transactions Involving GS Shares, Equity Awards and GS Options by Persons Affiliated with GS Inc.”), and agree to be bound by them (with respect to the Award(s) and any prior awards under the SIP), both during and following my employment with the Firm.

  • The GS Shares have been duly and validly issued and are outstanding, fully paid and nonassessable.

  • Such Investor is acquiring the Notes, the GS Shares, the Series A Preferred Stock and the Warrants for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act.

  • The Company is not, and after giving effect to the issuance and sale of the Notes, the GS Shares, the Series A Preferred Stock and the Warrants, and the exercise of the Warrants and the purchase of the Warrant Shares in connection therewith, and the application of the proceeds therefrom will not be, insolvent within the meaning of Title 11 of the United States Code or any comparable state law provision.

  • The proceeds from the sale of the Notes, the GS Shares, the Series A Preferred Stock and the Warrants shall be used for general corporate purposes as shall be determined by the Board of Directors.

  • Except as set forth on Schedule 3.3, to the extent that any options, warrants or any of the other rights described above are outstanding, neither the issuance and sale of the Notes, the GS Shares, the Preferred Stock, the Warrants, nor the issuance of any Conversion Shares or the Warrant Shares will result in an adjustment of the exercise or conversion price or number of shares issuable upon the exercise or conversion of any such options, warrants or other rights.

  • The Company shall be responsible for any Liability with respect to any transfer, stamp or similar Taxes that may be payable in connection with the execution, delivery and performance of this Agreement including, without limitation, any such Taxes with respect to the issuance or transfer of the Notes, the GS Shares, the Series A Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares.

  • None of the Notes, the Preferred Stock, the GS Shares or the Conversion Shares may be transferred without registration under the Securities Act and applicable state securities laws unless counsel to the Company shall advise the Company that such transfer may be effected without such registration.

  • Any Preferred Stock acquired by the Xxxx Group will be deemed to be Xxxx Shares and any Preferred Stock acquired by the GS Group will be deemed to be GS Shares for purposes of this Agreement.

  • Each holder of GS Shares hereby agrees to vote all of its shares in connection with any potential Approved Sale transaction in the same manner as the Xxxx Holders.


More Definitions of GS Shares

GS Shares means any Common Stock acquired by the GS Group (or its Affiliates) pursuant to the Purchase Agreement or otherwise and any equity securities issued or issuable directly or indirectly with respect to such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. Any particular shares constituting GS Shares that are transferred in compliance with the provisions of this Agreement shall continue to constitute GS Shares in the hands of any such transferee; such shares will cease to be GS Shares only 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 pursuant to Rule 144 (or by similar provision then in force) under the Securities Act.
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GS Shares shall have the meaning ascribed thereto in the recitals.
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Related to GS Shares

  • ASA Shares has the meaning set forth in 2.4(a).

  • Acquired Shares has the meaning set forth in the Recitals.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Sold Shares shall have the meaning specified in Section 6.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Company Shares means the common shares in the capital of the Company;

  • Newco Shares means the common shares in the capital of Newco;

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Coop Shares Shares issued by a Cooperative Corporation.

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.

  • Excess Shares shall have the meaning set forth in Section 3.1(a).

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • H Shares means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars;

  • Net Shares means the number of shares of Common Stock which will be deposited in a brokerage account in the Grantee’s name at the Company’s designated broker after shares have been withheld to satisfy applicable tax and withholding requirements upon vesting of the Restricted Stock Units.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Common Shares means the common shares in the capital of the Corporation;

  • New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.