NonABRY Registrable Securities

NonABRY Registrable Securities. Means, irrespective of which Person actually holds such securities, (i) any Securities held or acquired by any party to this Agreement (other than ABRY, MEM Holdings, AMFM, the Preferred Investors or any of their respective affiliates), including Unger, Koff, Boyd and MHC, on or after the date hereof, and (ii) any Securities of the Company issued or issuable with respect to the securities referred to in clauses (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; provided that in no event may any Unvested Securities be included in any registration pursuant to this Agreement. As to any particular Non-ABRY Registrable Securities, such securities will cease to be Non-ABRY Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or 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, as in effect from time to time. For purposes of this Agreement, a Person will be deemed to be a holder of Non-ABRY Registrable Securities whenever such Person has the right to acquire such Non-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. 12 View More