GS Units. Means: (i) any Common Units purchased or otherwise acquired by any GS Party (including, without limitation, as a result of or in connection with the Recapitalization), (ii) any warrants, Options, or other rights to subscribe for or to acquire, directly or indirectly. Common Units which are owned by a GS Party, whether or not then exercisable or convertible (including, without limitation, the warrants issued to the GS Party in connection with the Mezzanine Debt Purchase Agreement (as defined in
... the Operating Agreement)), (iii) any stock, notes, or other securities which are convertible into or exchangeable for, directly or indirectly, Common Units, whether or not then convertible or exchangeable, and (iv) any Common Units issued or issuable upon the exercise, conversion, or exchange of any of the securities referred to in clauses (i) through (iii) above, and (v) any securities issued or issuable directly or indirectly with respect to the securities referred to in clauses (i) through (iv) above by way of stock dividend or stock split or in connection with a combination of units, recapitalization, merger, consolidation, or other reorganization. As to any particular units constituting GS Units, such units will cease to be GS Units 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 through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act.
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