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. 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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Examples of GS Shares in a sentence

  • 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 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.

  • The transaction that triggered this report was the acquisition by the Acquiror (as hereinafter defined) of GS Shares as consideration pursuant to a purchase agreement dated June 30, 2021 (the “Purchase Agreement”).

  • The most common assumption is that xn is sparse with one of several probabilistic models for generating sparse xn.

  • 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 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.

  • None of the Company, its Affiliates or any person acting on its or any of their behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Notes, the GS Shares, the Preferred Stock or the Warrants.

  • With respect to any Notes, GS Shares, Series A Preferred Stock or Warrants, if any, sold in reliance upon the exemption afforded by Regulation S: (i) none of the Company, its Affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its Affiliates and any Person acting on its or their behalf has complied and will comply with the offering restrictions set forth in Regulation S.

  • 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.


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. 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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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 has the meaning set forth in the preamble to this Agreement.

  • 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 common shares in the capital of Newco;

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • 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 shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • 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 Company;

  • 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.

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Most Referenced Definitions