Registrable Securities

Example Definitions of "Registrable Securities"
Registrable Securities. (i) the Initial Shares and (ii) the Private Warrants (and underlying shares of Common Stock). Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Initial Shares and Private Warrants (and underlying shares of Common Stock). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a... Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 without volume limitations View More
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Registrable Securities. (i) the Initial Shares and Shares, (ii) the Private Warrants Units (and underlying shares of Common Stock). Securities), and (iii) the Working Capital Units (and underlying Securities), if any. Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Initial Shares and Shares, Private Warrants Units (and underlying shares of Common Stock). Securities) and Working Capital Units (and underlying Securities). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 without volume limitations View More
Registrable Securities. (i) the Initial Shares and Founders' Shares, (ii) the Private Placement Warrants (and underlying shares of Common Stock). securities), and (iii) the Working Capital Warrants (and underlying securities), if any. Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Initial Shares and Founders' Shares, Private Placement Warrants (and underlying ... class="diff-color-red">shares of Common Stock). securities) and Working Capital Warrants (and underlying securities). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, outstanding; or (d) the Registrable Securities are freely saleable under Rule 144 under the Securities Act without volume limitations View More
Registrable Securities. (i) the Initial Shares and Shares, (ii) the Private Warrants Units (and underlying shares of Common Stock). Securities), and (iii) the Working Capital Units (and underlying Securities), if any. Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Initial Shares and Shares, Private Warrants Units (and underlying shares of Common Stock). Securities) and Working Capital Units (and underlying Securities). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 without volume limitations View More
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Registrable Securities. Means, as of any date of determination, (a) all shares issued as the Stock Settlement Portion and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect... thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company View More
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Registrable Securities. Means, as As of any date of determination, (a) the shares of Common Stock issued or issuable to the Purchasers pursuant to the Securities Purchase Agreement, (b) all shares issued as Warrant Shares issuable upon exercise of the Stock Settlement Portion Warrants, and (b) (c) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall... cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, 144, as reasonably determined by the Company, upon the advice of counsel to the Company View More
Registrable Securities. Means, as of any date of determination, (a) all shares issued as the Stock Settlement Portion Shares and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with... respect thereto) for so long as (a) (A) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been sold or disposed of by the Holder in accordance with such effective Registration Statement, (b) Statement (in which case, only any such security sold or disposed of by the holder shall cease to be a Registrable Security), (B) such Registrable Securities have been previously sold in accordance with Rule 144, 144 (in which case, only any such security sold or (c) disposed of by the holder shall cease to be a Registrable Security), (C) such securities become eligible for resale without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information pursuant requirement under Rule 144, (D) such securities shall have ceased to Rule 144 as set forth be outstanding, or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such public distribution or other public securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company transaction View More
Registrable Securities. Means, as of any date of determination, (a) all shares Shares, (b) all Warrant Shares then issued as and issuable upon exercise of the Stock Settlement Portion Warrants (assuming on such date the Warrants are exercised in full for cash without regard to any exercise limitations therein (if applicable)) and (b) (c) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that... any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities Registrable Securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth 144, assuming the Cash Exercise (as defined in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange Common Warrants) of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate all of the Company, Common Warrants, as reasonably determined by the Company, upon the advice of counsel to the Company, provided that the Company complies with all of its obligations under Section 4.3(b) of the Purchase Agreement and Section 5(a) of the Warrants in respect of such Registrable Securities View More
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Registrable Securities. Means (i) 2,404,434 Shares, (ii) the Commitment Shares and (iii) any capital stock of the Company issued or issuable with respect to such Shares or Commitment Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock are converted or exchanged and shares of capital stock of a successor entity into which the shares of... Common Stock are converted or exchanged. View More
Registrable Securities. Means (i) 2,404,434 the Common Shares, (ii) the Commitment Shares and (iii) any capital stock of the Company issued or issuable with respect to such Shares or Commitment Common Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of such Common Stock Shares are converted or exchanged and shares of capital stock of a successor entity... into which the shares of such Common Stock Shares are converted or exchanged. exchanged View More
Registrable Securities. Means all of (i) 2,404,434 the Shares, (ii) the Commitment Conversion Shares and (iii) any capital stock of the Company issued or issuable with respect to such Shares or Commitment Conversion Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock are converted or exchanged and shares of capital stock of a successor... entity into which the shares of Common Stock are converted or exchanged. exchanged, in each case until such time as such securities cease to be Registrable Securities pursuant to Section 2(f) View More
Registrable Securities. Means (i) 2,404,434 18,517,820 Shares, (ii) the Commitment Shares and (iii) any capital stock of the Company issued or issuable with respect to such Shares or Commitment Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock are converted or exchanged and shares of capital stock of a successor entity into which the... shares of Common Stock are converted or exchanged. View More
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Registrable Securities. Means all of the Conversion Shares (as defined in the Purchase Agreement) (the “Conversion Shares”) which may, from time to time, be issued to the Investor under the Note (as defined in the Purchase Agreement) (the “Note”), without regard to any limitation on beneficial ownership, all of the Exercise Shares (as defined in the Purchase Agreement) (the “Exercise Shares”) which may, from time to time, be issued to the Investor under the Warrant (as defined in the Purchase Agreement) (the... “Warrant”), without regard to any limitation on beneficial ownership, all of the Commitment Shares (as defined in the Purchase Agreement) (the “Commitment Shares”), and shares of Common Stock issued to the Investor as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on beneficial ownership in the the Purchase Agreement, Note, or Warrant. View More
Registrable Securities. Means all of the Conversion Shares (as defined in the Purchase Agreement) (the “Conversion Shares”) which may, from time to time, be issued to the Investor under the Note Debentures (as defined in the Purchase Agreement) (the “Note”), “Debentures”) that the Company has issued to the Investor and for which the Company has received purchase price for, without regard to any limitation on beneficial ownership, all of the Exercise Warrant Shares (as defined in the Purchase Agreement) (the “Exercise “Warrant Shares”) which may, from time to time, be issued to the Investor Peak One Investments, LLC (“Investments”) under the Warrant Warrants (as defined in the Purchase Agreement) (the “Warrant”), “Warrants”), without regard to any limitation on beneficial ownership, all of and the Commitment Shares (as defined in the Purchase Agreement) (the “Commitment Shares”), Shares”) (which shall be issued to Investor and Investments pursuant to the Purchase Agreement), and shares of Common Stock issued to the Investor and Investments as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on beneficial ownership in the the Purchase Agreement, Note, Debentures or Warrant. Warrants. View More
Registrable Securities. Means all of the Commitment Shares (as defined in the Purchase Agreement) (the “Commitment Shares”), Conversion Shares (as defined in the Purchase Agreement) (the “Conversion Shares”) which may, from time to time, be issued to the Investor under the Note (as defined in the Purchase Agreement) (the “Note”), without regard to any limitation on beneficial ownership, all of the Exercise Warrant Shares (as defined in the Purchase Agreement) (the “Exercise “Warrant Shares”) which may, from time to... time, be issued to the Investor under the Warrant Warrants (as defined in the Purchase Agreement) (the “Warrant”), “Warrants”), without regard to any limitation on beneficial ownership, all of the Commitment Shares (as defined in the Purchase Agreement) (the “Commitment Shares”), and shares of Common Stock issued to the Investor as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on beneficial ownership in the purchases under the Purchase Agreement, Note, or Warrant. Warrants. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) the SEC has declared a Registration Statement covering such securities effective and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are met, (iii) such securities become eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1), as set forth in a written opinion letter to such effect, addressed, delivered and reasonably acceptable to the applicable transfer agent and the holders of such securities, or (iv) such securities have ceased to be outstanding. View More
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Registrable Securities. Means (i) the Common Shares, (ii) the Warrant Shares issued or issuable upon exercise of the Warrants, and (iii) any capital stock of the Company issued or issuable with respect to the Common Shares, the Warrant Shares or the Warrants, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock are converted or exchanged and shares... of capital stock of a Successor Entity (as defined in the Warrants) into which the shares of Common Stock are converted or exchanged, in each case, without regard to any limitations on exercise of the Warrants. View More
Registrable Securities. Means (i) the Common Shares, (ii) the Warrant Shares issued or issuable upon exercise of the Warrants, (iii) the Adjustment Shares (as defined in the Securities Purchase Agreement) and (iii) (iv) any capital stock of the Company issued or issuable with respect to the Common Shares, the Adjustment Shares, the Warrant Shares or the Warrants, including, without limitation, (1) as a result of any stock share split, stock share dividend, recapitalization, exchange or similar event or otherwise and... (2) shares of capital stock of the Company into which the shares of Common Stock are converted or exchanged and shares of capital stock of a Successor Entity (as defined in the Warrants) into which the shares of Common Stock are converted or exchanged, in each case, without regard to any limitations on exercise of the Warrants. View More
Registrable Securities. Means (i) the Common Conversion Shares, (ii) the Warrant Shares issued or issuable upon exercise of the Warrants, and (iii) any capital stock of the Company issued or issuable with respect to the Common Conversion Shares, the Warrant Shares Shares, the Notes or the Warrants, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common... Stock (as defined in the Notes) are converted or exchanged and shares of capital stock of a Successor Entity (as defined in the Warrants) into which the shares of Common Stock are converted or exchanged, in each case, without regard to any limitations on conversion of the Notes or exercise of the Warrants. View More
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Registrable Securities. Means, to the extent that such securities are permitted to be included in a Registration Statement under the SEC Guidance at the time such Registration Statement is filed, (a) the Initial Common Shares, shares of Common Stock issuable upon conversion of the shares of Series F Preferred Stock and the conversion of the shares of Series G Preferred Stock beneficially owned by the Holders, whether issued pursuant to the Purchase Agreement or as dividends thereupon, and (b) any shares of Common... Stock issued or issuable with respect to any shares described in subsection (a) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities for as long as (i) the Commission has declared a Registration Statement covering the Registrable Securities effective and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been previously sold under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are met, (iii) such securities become eligible for resale pursuant to Rule 144 without restriction by the Holder, including without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (or any successor thereto), or (iv) such Registrable Securities have ceased to be outstanding. View More
Registrable Securities. Means, to the extent that such securities are permitted to be included in a Registration Statement under the SEC Guidance at the time such Registration Statement is filed, (a) the Initial any shares of Common Shares, Stock beneficially owned by Investor, (b) any shares of Common Stock issuable upon conversion of the shares of Series F Preferred Stock Shares, and the conversion of the shares of Series G Preferred Stock beneficially owned by the Holders, whether issued pursuant to the Purchase... Agreement or as dividends thereupon, and (b) (c) any shares of Common Stock issued or issuable with respect to any shares described in subsection subsections (a) or (b) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities for as long as when (i) the Commission has declared a Registration Statement covering the Registrable Securities such securities effective and such Registrable Securities securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been previously securities are sold under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are met, met or (iii) such securities become eligible for resale pursuant to Rule 144 without restriction by the Holder, including without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1) (or any successor thereto), or (iv) such Registrable Securities have ceased to be outstanding. View More
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Registrable Securities. (i) the Shares and (ii) any other securities issued or issuable with respect to or in exchange for Shares, whether by merger, charter amendment or otherwise, including upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shares; provided, that a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale without... restriction by the Investor holding such security pursuant to Rule 144, including without any manner of sale or volume limitations, and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act, including any additional registration statement required to be filed pursuant to Section 2(e) to register Cut Back Shares. View More
Registrable Securities. Means (i) the Shares Shares, (ii) any Common Stock issued to an Investor pursuant to the Merger Agreement ("Merger Shares") and (ii) (iii) any other securities issued or issuable with respect to or in exchange for Shares or Merger Shares, whether by merger, charter amendment or otherwise, including upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shares; otherwise; provided, that a security shall cease to be a Registrable Security upon the earliest of: (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, Act or (B) such security becoming eligible for sale without restriction by the Investor holding such security pursuant to Rule 144, including without any manner of sale or volume limitations, and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act, including any additional registration statement required to be filed pursuant to Section 2(e) to register Cut Back Shares. Act. View More
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Registrable Securities. The shares of Common Stock issued upon the conversion of the Note and issuable upon exercise of the Warrants
Registrable Securities. The shares of Common Stock issued upon the conversion of the Note Notes and issuable upon exercise of the Warrants
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Registrable Securities. All of (i) the Shares which have been, or which may from time to time be, issued or issuable to the Investor pursuant to the Purchase Agreement; (ii) the Shares which have been, or which may from time to time be, issued or issuable pursuant to the Warrant; or (iii) any securities issued or issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided that the Shares, as applicable, shall cease to be Registrable... Securities upon the earlier to occur of the following: (A) sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold shall cease to be a Registrable Security); or (B) becoming eligible for sale without restriction under Rule 144 View More
Registrable Securities. All Mean all of (i) the Purchased Shares and the Shares which have been, or which may from time to time be, issued or issuable to the Investor pursuant to the Purchase Agreement; or (ii) the Shares which have been, or which may from time to time be, issued or issuable pursuant to the Warrant; or (iii) any securities issued or issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided that the Purchased Shares and the... Shares, as applicable, shall cease to be Registrable Securities upon the earlier earliest to occur of the following: (A) sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold shall cease to be a Registrable Security); or (B) becoming eligible for sale without restriction under Rule 144. View More
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Registrable Securities. Without regard to any beneficial ownership limitations, the Convertible Shares and any Common Stock issued or issuable with respect to the Shares or the Convertible Shares as a result of any stock split or subdivision, stock dividend, recapitalization, exchange or similar event. Registrable Securities shall cease to be Registrable Securities upon the earliest to occur of the following events: (i) the date that is five years following the initial effective date of the Registration Statement; and... (ii) the date on which the Investors shall have resold all the Registrable Securities covered by the Registration Statement View More
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