Goldman Entities definition
Examples of Goldman Entities in a sentence
All shares of capital stock held or acquired by each of the Goldman Entities shall be aggregated together for the purpose of determining the availability and exercise of any right of each such Goldman Entity under this Agreement.
The Goldman Entities own of record and beneficially good and valid title to the number of shares, the number or the aggregate principal amount, as applicable, of the Shares and the 1997 Notes set forth opposite each such Goldman Entity's name on Schedules 2.01 and 2.03 hereto, free and clear of any and all liens, encumbrances, charges, claims, restrictions, pledges or security interests (other than those arising under the Securities Act or any state's securities laws or pursuant to this Agreement).
Goldman Notes" shall mean the subordinated notes having an original principal amount of $25,000,000 of ▇▇▇▇ or its Subsidiaries held of record and beneficially by the Goldman Entities.
This Agreement may be amended, modified or supplemented only by a written instrument duly executed by the Corporation, the Goldman Entities and the holder of the majority shares of Stock owned by the Employee Stockholders.
Upon payment of the Goldman Pay-Off Amount to the Goldman Entities in the amounts set forth on Schedule 2.01 all of the Issuers' obligations under and with respect to the 1997 Notes and the 1997 Purchase Agreement shall be satisfied in full and the Issuers shall have no remaining obligations thereunder.
No notice to, filing or registration with, and no permit, authorization, consent or approval of, any governmental, regulatory or self-regulatory agency is necessary or is required to be made or obtained by any of the Goldman Entities in connection with the execution and delivery of this Agreement by any of the Goldman Entities or for the consummation by each of the Goldman Entities of the transactions contemplated hereby.
Each of the Goldman Entities is a partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
Collateral" shall mean any and all property and assets of the Issuers upon which there exists a Lien in favor of the Goldman Entities, including without limitation, stock certificates representing shares of capital stock pledged to the Goldman Entities.
Each of the Goldman Entities hereby agrees that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall sell, transfer, assign, convey and deliver to ▇▇▇▇, by assignment, stock power or other appropriate instrument, free and clear of all liens, encumbrances, charges, claims, restrictions, pledges or security interests (other than those arising under the Securities Act or any state's securities laws or pursuant to this Agreement), all of the Shares.
Subject to the terms and conditions specified in this Section 3.3, the Company hereby grants to each Major Investor, DST and the Goldman Entities (each, a “First Offeree”) a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined).