ABRY Registrable Securities

ABRY Registrable Securities. Means, irrespective of which Person actually holds such securities, (i) any Securities held or acquired by ABRY, ABRY Broadcast Partners II, L.P., MEM Holdings or any of their respective affiliates on or after the date hereof, and (ii) any Securities of the Company issued or issuable with respect to the securities referred to in clause (i) above by way of a distribution, unit or stock dividend, unit or stock split, conversion or in connection with a combination of units or shares,... recapitalization, merger, consolidation or other reorganization. As to any particular ABRY Registrable Securities, such securities will cease to be ABRY Registrable Securities when they are: (A) distributed to the public pursuant to an offering registered under the Securities Act, (B) sold to the public through a broker, dealer or market maker in compliance with Rule 144 (or any similar rule then in force) under the Securities Act or (C) for purposes of Section 3 only, distributed by MEM Holdings to any of its members or ABRY to any of its partners, except to the extent any such member or partner is an affiliate (as defined under the Securities Act) of the Company, of MEM Holdings or of ABRY. For purposes of this Agreement, a Person will be deemed to be a holder of ABRY Registrable Securities whenever such Person has the right to acquire such ABRY Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. View More