GSRP Holdings definition

GSRP Holdings has the meaning set forth in the Preamble.
Sample 1Sample 2Sample 3
GSRP Holdings is defined in the recitals of this Agreement.
Sample 1Sample 2

Examples of GSRP Holdings in a sentence

  • If the GSAM Director resigns or is removed from the GSRP Holdings Board or is unable to serve on the GSRP Holdings Board due to death or disability, and at such time GSAM continues to be entitled to designate the GSAM Director, GSAM shall have the right to designate a successor who shall be appointed to the GSRP Holdings Board as promptly as practicable following the designation thereof and shall be treated as the GSAM Director for all purposes of this Agreement.

  • Each GSAM Entity that will acquire the stock of GSRP Holdings in connection with an IPO pursuant to Section 4.4.2 of the Amended OpCo LLC Agreement (the “Special Interest Issuance”) will make such acquisition solely for their own account with the intention of holding such stock for investment purposes and not with a view to, or for resale in connection with, any public distribution of such securities in violation of any federal or state securities Laws.

  • From and after the Closing, except as contemplated herein and in the TSA to be entered into by GSRP, OpCo, GSRP Holdings and GSAM at the Closing in the form attached as Exhibit D hereto, the GSRP Parties shall be responsible for performing all management functions necessary or appropriate for the operation of the Business.

  • Subject to Applicable Law and the listing rules of the principal securities exchange on which the shares of common stock of GSRP Holdings are listed, for as long as GSAM has a right to designate a director pursuant to this Section 2.08 the GSAM Director shall be entitled to be a member of all of the committees of the GSRP Holdings Board.

  • Subject to Applicable Law, at each meeting of stockholders at which the class of directors that includes the GSAM Director is up for election, GSRP Holdings shall solicit proxies in favor of the election of the GSAM Director in the same manner and to the same extent as other members of the GSRP Holdings Board.

  • Notwithstanding the foregoing, the GSRP Holdings Board or any committee thereof may exclude the GSAM Director or the GSAM Observer, as applicable, from the relevant portion of any meeting to the extent any conflicts of interest exist between any GSAM Entity, the GSAM Director or the GSAM Observer, on the one hand, and the GSRP Entities, on the other.

  • For as long as GSAM declines to exercise a right it then has to designate the GSAM Director to the GSRP Holdings Board, GSAM shall be entitled to designate a board observer (the “GSAM Observer”) if such individual enters into a board observer agreement with GSRP Holdings in the form attached as Exhibit F.

  • Prior to an IPO, all material approvals of the board of directors of GSRP Holdings will also be subject to approval of the GSRP Board.

  • IN WITNESS WHEREOF, each of GSRP Holdings, OpCo, GSRP, GSAM and GSAM Holdings II have executed and delivered this Internalization Agreement or caused this Internalization Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

Related to GSRP Holdings

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

  • Holdings LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended from time to time.

  • GP means Gottbetter & Partners, LLP.

  • EDFR means the Eurosystem Deposit Facility Rate, the rate on the deposit facility, which banks may use to make overnight deposits with the Eurosystem (comprising the European Central Bank and the national central banks of those countries that have adopted the Euro) as published on the Website of the European Central Bank;

  • Holdings as defined in the preamble hereto.

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • Mutual holding company means that term as defined in section 10(o) of the home owners' loan act, chapter 64, titles III and IX of Public Law 101-73, 12 U.S.C. 1467a, and OTS regulations governing mutual holding companies.

  • Holdco has the meaning set forth in the Preamble.

  • EXCO means EXCO Resources, Inc., a Texas corporation.

  • Atlas means Automated Transportation Logistics Activity System. ATLAS is a computerized information system to which all Shippers have access upon request. ATLAS enables Shippers to nominate and release product and to monitor and coordinate the movement of Petroleum Products while on Carrier's system.

  • Successor Holdings has the meaning assigned to such term in Section 6.03(a)(v).

  • MLP has the meaning given such term in the introduction to this Agreement.

  • Indirect holdings means all securities of a company that are held in an account or fund, including a mutual fund, that is managed by one or more persons who are not employed by the state treasurer or a retirement system, if the state treasurer or retirement system owns shares or interests either:

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • Subsidiary Partnership means any partnership of which the partnership interests therein are owned by the General Partner or a direct or indirect subsidiary of the General Partner.

  • New Holdings shall have the meaning provided in the definition of the term “Holdings”.

  • CFC Holding Company means each Domestic Subsidiary that is treated as a partnership or a disregarded entity for United States federal income tax purposes and that has no material assets other than assets that consist (directly or indirectly through disregarded entities or partnerships) of Equity Interests or indebtedness (as determined for United States tax purposes) in one or more CFCs.

  • OpCo has the meaning set forth in the Preamble.

  • DCP means disclosure controls and procedures;

  • Constellation has the meaning assigned to that term in the Recitals.

  • Foreign Holding Company means any Subsidiary all or substantially all of the assets of which are comprised of Equity Interests in one or more Foreign Subsidiaries or CFC Debt.

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • CEI / “CEIG” shall mean Chief Electrical Inspector to the State Government.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • financial holding company means a financial holding company as defined in point (20) of Article 4(1) of Regulation (EU) No 575/2013;