GSCP Shareholders definition

GSCP Shareholders means GS Capital Partners VI Fund, L.P., GS Capital Partners VI Parallel, L.P. (“GSCP Parallel”), GSCP VI Offshore IceCap Investment, L.P. and GSCP VI GmbH IceCap Investment, L.P., IceCap2 Holdings, L.P. and any Affiliate of any of the foregoing that holds Shares at the relevant time.
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Examples of GSCP Shareholders in a sentence

  • If requested by the Yucaipa Shareholder, the GSCP Shareholders or, after a Fortress Transfer, the Fortress Investor, the Company shall enter into a non-disclosure agreement with a prospective purchaser of all or any portion of such Shareholder’s Shares, pursuant to which the Company shall provide confidential information regarding the Company to such prospective purchaser as reasonably requested by such Shareholder.

  • The GSCP Shareholders may remove the GSCP Trustee for any reason at the GSCP Shareholders’ written request to the Company.

  • This Agreement shall terminate on the delivery of a written notice to the Company by the Yucaipa Shareholder, the GSCP Shareholders and, after a Fortress Transfer, the Fortress Investor, in each case if then a party hereto.

  • For purposes of this Section 3.2(f), a “Fund Investor” means the Yucaipa Shareholder, the Yucaipa Investor (at such time as it holds Shares), the Fortress Investor (at such time as it holds Shares), and any of the GSCP Shareholders.

  • Americold, Yucaipa, the GSCP Shareholders, the Fortress Investor and the Yucaipa Investor desire to enter into this Agreement contingent on and effective as of the closing of the IPO.

  • On the Effective Date, (a) the GSCP Shareholders shall execute and deliver to the Company and the Yucaipa Shareholder a Consent of the Preferred Majority to amendments extending the Warrants (the “Warrant Extension”), each of which Consent and amendments are in the form of Exhibit D hereto, and (b) the Company shall execute and deliver the Warrant Extension to the Yucaipa Shareholder.

Related to GSCP Shareholders

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Company Shareholders means holders of Company Shares.

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Independent Shareholders means holders of outstanding Voting Shares, excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, share purchase plan, deferred profit sharing plan or trust for the benefit of employees of the Corporation or a wholly-owned Subsidiary of the Corporation (unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-Over Bid, in which case such plan or trust shall be considered to be an Independent Shareholder).

  • Preferred Shareholders means the holders of Preferred Shares.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Common Stockholders means holders of shares of Common Stock.

  • Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.

  • Shareholders means holders of Common Shares;

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Principal Shareholders means Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx and Xxxx Persons.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Ordinary Shareholders means the holders of Ordinary Shares;

  • Target Shareholders means the holders of Target Shares;

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or $6,600,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  • Stockholders means the stockholders of the Corporation.

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.