Registrable Securities

Example Definitions of "Registrable Securities"
Registrable Securities. Shall mean the Securities; provided, however, that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement, (ii) when such Securities are eligible to be sold to the public pursuant to Rule 144(k)(or any similar provision then in force, but not Rule 144A) under the 1933 Act or (iii) when... such Securities shall have ceased to be outstanding. View More Arrow
Found in KNOWLES MANUFACTURING LTD contract
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Registrable Securities. Shall mean the Initial Securities; provided, however, that the Securities an Initial Security shall cease to be a Registrable Securities Security upon the earliest to occur of the following: (i) when the Initial Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Security that, pursuant to the last sentence of Section 2(a), is included in a Registration Statement prospectus for use in connection with... resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5 and 8 until resale of such Registrable Security has been effected within the 90-day period referred to in Section 2(a)); (ii) a Shelf Registration Statement registering such Initial Security under the Securities shall have Act has been declared or becomes effective under the 1933 Act and such Securities shall have Initial Security has been disposed of sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement, (ii) when Statement; (iii) such Securities are Initial Security is sold pursuant to Rule 144; (iv) the earliest date that is no less than 480 days after the date of the Indenture and on which such Initial Security would be eligible to be sold to by a Person that is not an "affiliate" (as defined in Rule 144) of the public Company pursuant to Rule 144(k)(or any similar provision then in force, but not Rule 144A) under the 1933 Act 144 without volume restriction; or (iii) when (v) such Securities Initial Security shall have ceased cease to be outstanding. View More Arrow
Found in TRIBUNE MEDIA CO contract
Registrable Securities. Shall mean The Notes (and to the Securities; extent set forth in clause (i) of this paragraph and in Section 2(d), certain Exchange Notes); provided, however, that the Securities a Note or Exchange Note shall cease to be a Registrable Securities Security when (i) when in the circumstances contemplated by Section 2(a) hereof, such Note has been exchanged for an Exchange Note in an Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Note that, pursuant to the... penultimate sentence of Section 2(a), is included in a Registration Statement prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5, 6 and 9 hereof until resale of such Registrable Security has been effected within the 180-day period referred to in Section 2(a)(y)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Note or Exchange Note under the Securities shall have Act has been declared or becomes effective and such Note or Exchange Note has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Note or Exchange Note is sold pursuant to Rule 144 under circumstances in which any legend borne by such Note or Exchange Note relating to restrictions on transferability thereof, under the 1933 Securities Act and such Securities shall have been disposed of or otherwise, is removed by the Issuers or pursuant to the Indenture; (iv) such Registration Statement, (ii) when such Securities are Note or Exchange Note is eligible to be sold to the public pursuant to paragraph (k) of Rule 144(k)(or any similar provision then in force, but not Rule 144A) under the 1933 Act 144; or (iii) when (v) such Securities Note or Exchange Note shall have ceased cease to be outstanding. outstanding View More Arrow
Found in Charter Communications contract
Registrable Securities. Shall mean the The Securities; provided, however, that the any Securities shall cease to be Registrable Securities when (i) when a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement, (ii) when such Securities are eligible to be shall have been sold to the public pursuant to Rule 144(k)(or 144 (or any similar provision then in force, but not Rule 144A)... under the 1933 Act or Act, (iii) when such Securities shall have ceased to be outstanding. outstanding, (iv) such Securities have been exchanged for Exchange Securities which have been registered pursuant to the Exchange Offer Registration Statement upon consummation of the Exchange Offer unless, in the case of any Exchange Securities referred to in this clause (iv), such Exchange Securities are held by Participating Broker-Dealers or otherwise are not freely tradable without any limitations or restrictions under the 1933 Act (in which case such Exchange Securities will be deemed to be Registrable Securities until such time as such Exchange Securities are sold to a purchaser in whose hands such Exchange Securities are freely tradeable without any limitations or restrictions under the 1933 Act) or (v) such Securities have been exchanged for Private Exchange Securities under this Agreement (in which case such Private Exchange Securities will be deemed to be Registrable Securities until such time as such Private Exchange Securities are sold to a purchaser in whose hands such Private Exchange Securities are freely tradeable without any limitations or restrictions under the 1933 Act) View More Arrow
Found in iStar Inc. contract
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Registrable Securities. Mean all of the shares of Common Stock, Warrants and Units owned or held by Investors. 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 Registrable 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 saleable under Rule 144(k) of the Securities Act. View More Arrow
Found in Golden Pond Healthcare, Inc. contract
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Registrable Securities. Mean all of (i) the shares of Common Stock, Warrants Initial Shares, (ii) the Private Units (and underlying securities), and (iii) the Working Capital Units owned or held by Investors. (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 Registrable Securities. Initial Shares, Private Units (and underlying... 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(k) of the Securities Act. 144 without volume limitations View More Arrow
Found in NextDecade Corp. contract
Registrable Securities. Mean all Shall mean (a) any issued and outstanding Non-Public Warrant Shares and any Non-Public Warrant Shares which may be acquired by the Warrant Holders upon exercise of the shares of Common Stock, Warrants and Units owned or held by Investors. Registrable Securities include (b) any warrants, shares of capital stock or other securities of the Company Issuer (or any successor or assign of the Issuer, whether by merger, consolidation, sale of assets or otherwise) which may be issued as a or... issuable to the Warrant Holders with respect to, in the exchange for, or in substitution of, the Warrants and/or the Registrable Securities referenced in clause (a) above by reason of any dividend or other distribution with respect to stock split, combination of shares, merger, consolidation, recapitalization, reorganization, sale of assets or in exchange for or in replacement of such Registrable Securities. similar transaction. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) for so long as (i) a Registration Statement registration statement with respect to the sale of such securities shall have become been declared effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) registration statement, (ii) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by are sold to the Company and subsequent public distribution of them shall not require registration pursuant to Rule 144 (or any similar provisions then in force) under the Securities Act; (c) Act or (iii) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are saleable under Rule 144(k) of the Securities Act. outstanding. View More Arrow
Found in CTI INDUSTRIES CORP contract
Registrable Securities. Mean all of the shares of Common Stock, Warrants and Units owned or Any Company Securities held by Investors. Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect Holders from time to or in exchange for or in replacement of such Registrable Securities. time. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: when (a) a Registration... Statement 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; registration statement, (b) such securities they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by distributed to the Company and subsequent public distribution of them shall not require registration pursuant to Rule 144 (or any successor provision) under the Securities Act; Act, or (c) such securities they shall have ceased to be outstanding, or (d) the Registrable Securities are saleable under Rule 144(k) of the Securities Act. outstanding. View More Arrow
Found in BUILD A BEAR WORKSHOP INC contract
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Registrable Securities. Means, as of any date of determination, (a) all Shares, (b) all Warrant Shares then issued and issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), and (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, as reasonably determined by the Company, upon the advice of counsel to the Company). 2 View More Arrow
Found in Pasithea Therapeutics Corp. contract
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Registrable Securities. Means, as of any date of determination, (a) all Shares, shares of Gem common stock issued to the Purchasers at the closing of the Merger in respect of the Purchased Shares (the "Purchase Agreement Shares"), (b) all Warrant Shares then shares of Gem issued and issuable upon exercise at the closing of the Warrants (assuming on such date Merger to the Warrants are exercised Purchasers in full without regard respect of all other shares of capital stock of the Company held by Purchaser as of... immediately prior to any exercise limitations therein), the Effective Time (as defined in the Merger Agreement), and (c) all shares of Gem held by Purchaser as of immediately prior to the Effective Time, (d) 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) upon the earliest to occur of (i) 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) (ii) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) (iii) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as set forth in determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent Company's transfer agent and the affected Holders (assuming that such securities Holders, and any securities issuable upon exercise, conversion or exchange (iv) five years after the date 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). 2 this Agreement View More Arrow
Found in FS Development Corp. contract
Registrable Securities. Means, Means (i) such number of Purchase Shares as reasonably determined by the Company, which may from time to time be, issued or issuable to the Buyer upon purchases of the Available Amount under the Common Stock Purchase Agreement, and (ii) any capital stock of the Company issued or issuable with respect to the Purchase Shares, including, without limitation, (1) as a result of any date stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of ... class="diff-color-red">determination, (a) all Shares, (b) all Warrant Shares then issued and issuable upon exercise capital stock of the Warrants (assuming on such date Company into which the Warrants Common Shares are exercised converted or exchanged and shares of capital stock of a successor to the Company into which the Common Shares are converted or exchanged, in full each case, without regard to any exercise limitations therein), and (c) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to on purchases under the foregoing; Common Stock Purchase Agreement; 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, 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 SEC under the Securities 1933 Act and such Registrable Securities have been disposed of by the Holder 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 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 issuance of a legal opinion of counsel to the Company). 2 Company to the Buyer that such securities have become eligible for resale in accordance with this clause. View More Arrow
Found in LM FUNDING AMERICA, INC. contract
Registrable Securities. Means, as of any date of determination, (a) all Means (i) the Shares, (b) all (ii) the Pre-Funded Warrant Shares then issued and issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without regard to (iii) any exercise limitations therein), and (c) any other 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 registration statement hereunder with respect thereto) for so long as (a) upon the first to occur of (A) a Registration Statement registration statement with respect to the sale of such Registrable Securities is being declared effective by the Commission SEC under the Securities 1933 Act and such Registrable Securities have having been disposed of or transferred by the Holder holder thereof in accordance with such effective Registration Statement, (b) (B) such Registrable Securities have having been previously sold or transferred in accordance with Rule 144, or (c) 144 (or another exemption from the registration requirements of the 1933 Act), and (C) such securities become becoming eligible for resale without volume or manner-of-sale restrictions and without current public information requirements 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). 2 View More Arrow
Found in VITAL THERAPIES INC contract
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Registrable Securities. Means (i) the Conversion Shares issued or issuable upon conversion of the Notes, (ii) the Warrant Shares issued or issuable upon exercise of the Warrants and (iii) any shares of capital stock of the Company issued or issuable with respect to the Conversion Shares, the Notes, the Warrant Shares and the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of the Notes or exercises of the... Warrants. View More Arrow
Found in CASH SYSTEMS INC contract
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Registrable Securities. Means (i) the Conversion Shares issued or issuable upon conversion of the Notes, Series A Preferred, and (ii) the Warrant Shares issued or issuable upon exercise of the Warrants and (iii) any shares of capital stock of the Company issued or issuable with respect to the Conversion Shares, Shares or the Notes, the Warrant Shares and the Warrants Series A Preferred as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any... limitations on conversions conversion of the Notes or exercises of the Warrants. Series A Preferred View More Arrow
Found in DarioHealth Corp. contract
Registrable Securities. Means (i) the Conversion Shares issued or issuable upon conversion of the Notes, (ii) the Warrant Shares issued or issuable upon exercise of the Warrants Warrants, (iii) the Interest Shares issued or issuable under the Notes and (iii) (iv) any shares of share capital stock of the Company issued or issuable with respect to the Conversion Shares, the Notes, the Warrant Shares and or the Warrants as a result of any stock share split, stock share dividend, recapitalization, exchange or similar... event or otherwise, without regard to any limitations on conversions of the Notes or exercises of the Warrants. View More Arrow
Found in MICROVISION, INC. contract
Registrable Securities. Means all of (i) the Conversion Draw Down Shares issuable, (ii) the Warrant Shares issuable, (iii) any additional shares issuable in connection with any anti-dilution provisions in the Warrants (without giving effect to any limitations on exercise set forth in the Warrant) and (iv) any shares of Common Stock issued or issuable upon conversion of the Notes, (ii) the Warrant Shares issued any stock split, dividend or issuable upon exercise of the Warrants and (iii) any shares of capital stock of... the Company issued other distribution, recapitalization or issuable similar event with respect to the Conversion Shares, the Notes, the Warrant Shares and the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of the Notes or exercises of the Warrants. foregoing View More Arrow
Found in REGI U S INC contract
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Registrable Securities. Means the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.
Found in Cardiogenesis Corp contract
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Registrable Securities. Means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing. foregoing
Found in OMTOOL LTD contract
Registrable Securities. Means the Shares and the Warrant Shares, together with any shares of Common Stock securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing. Shares.
Found in AERIE PHARMACEUTICALS INC contract
Registrable Securities. Means The Preferred Stock and any Common Stock issued or issuable pursuant to the Shares and the Warrant Shares, Transaction Documents, together with any shares of Common Stock securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing. foregoing
Found in RCS Capital Corp contract
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Registrable Securities. Means (i) the Conversion Shares, (ii) the Warrant Shares, and (iii) any capital stock of the Company issued or issuable with respect to the Conversion Shares or Warrant 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 (as defined in the... Notes) 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 Arrow
Found in ProPhase Labs, Inc. contract
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Registrable Securities. Means (i) the Conversion 11,776,599 Shares, (ii) the Warrant Shares, Commitment Shares and (iii) any capital stock of the Company issued or issuable with respect to the Conversion such Shares or Warrant 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 (as defined in the Notes) successor entity 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. exchanged. View More Arrow
Found in KV PHARMACEUTICAL CO contract
Registrable Securities. Means (i) the Conversion Shares, (ii) the Interest Shares, (iii) the Warrant Shares, Shares and (iii) (iv) any capital stock of the Company issued or issuable with respect to the Conversion Shares or Shares, the Warrant Shares, the Interest 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 are converted or exchanged and shares of capital stock of a Successor Entity (as defined in the Notes) 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. 2 View More Arrow
Found in Digital Domain Media Group, Inc. contract
Registrable Securities. Means (i) the Conversion Shares, (ii) the 2011 Warrant Shares, Shares and (iii) any capital stock of the Company issued or issuable with respect to the Conversion Shares, the Note, or the 2011 Warrant Shares or Warrant 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 (as defined in the Notes) any successor entity into which the shares of Common Stock are converted or exchanged, in each case, case (as applicable), without regard to any limitations on conversion of the Notes or exercise of the Warrants. Note. 2 View More Arrow
Found in Digital Domain Media Group, Inc. contract
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Registrable Securities. Means, collectively, the Investor Registrable Securities and the Warrant Registrable Securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been distributed to the public pursuant to a offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or repurchased by the Company or any... Subsidiary. For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities, and the Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such 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, and such Person shall be entitled to exercise the rights of a holder of Registrable Securities hereunder. View More Arrow
Found in MARLIN BUSINESS SERVICES CORP contract
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Registrable Securities. Means, collectively, the Investor Registrable Securities and (i) any Common Stock issued upon exercise of the Warrant Registrable Securities. As and (ii) any Common Stock referred to in clause (i) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization; provided that with respect to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been ... class="diff-color-red">distributed to the public pursuant to a offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or repurchased by the Company or any Subsidiary. public. For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities, and the Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but exercise, disregarding any restrictions or limitations upon the exercise of any such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Registrable Securities hereunder. effected View More Arrow
Found in FOCUS VENTURE PARTNERS, INC contract
Registrable Securities. Means, collectively, (i) any Common Stock issued or issuable upon the Investor Registrable Securities and conversion of or other exercise of rights under the Warrant Registrable Securities. Preferred Stock held by the Stockholders or (ii) any equity securities issued or issuable directly or indirectly with respect to the securities referred to in clause (i) by way of conversion or exchange thereof or share dividend or share split or in connection with a combination of shares, recapitalization,... reclassification, merger, amalgamation, arrangement, consolidation or other reorganization. As to any particular shares constituting Registrable Securities, such securities shall shares will cease to be Registrable Securities when they have been distributed to the public pursuant to a offering (x) effectively registered under the Securities Act and disposed of in accordance with the Registration Statement covering therein, or (y) sold to the public through a broker, dealer or market maker in compliance with pursuant to Rule 144 under or other exemption from the registration requirements of the Securities Act (or any similar rule then in force) or repurchased by the Company or any Subsidiary. Act. For purposes of this Agreement, a Person shall will be deemed to be a holder of Registrable Securities, and the Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such 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, and such Person shall be entitled to exercise the rights of a holder of Registrable Securities hereunder. effected. View More Arrow
Found in Encore Capital Group, Inc. contract
Registrable Securities. Means, collectively, (i) any Class A Common, Class B Common, Class C Common, Class D-1 Common, Class D-2 Common and Class E Common issued pursuant to the Investor Registrable Securities Stock Purchase Agreement, (ii) any of the Company's common stock issued or issuable with respect to the securities referred to in clause (i) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, and (iii)... any other shares of the Warrant Registrable Securities. Company's common stock held by Persons holding securities described in clauses (i) or (ii) above (other than any such shares which have been previously distributed pursuant to a Public Sale). As to any particular Registrable Securities, such securities shall will cease to be Registrable Securities when they have been distributed to the public pursuant to a offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or repurchased by the Company or any Subsidiary. Public Sale. For purposes of this Agreement, a Person shall will be deemed to be a holder of Registrable Securities, and the Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion conversion, exchange 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, and such Person shall be entitled to exercise the rights of a holder of Registrable Securities hereunder. effected. View More Arrow
Found in Commercial Vehicle Group, Inc. contract
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Registrable Securities. Means the shares of Common Stock issued upon the conversion of the Note and issuable upon exercise of the Warrants.
Found in APOGEE TECHNOLOGY INC contract
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Registrable Securities. Means The Shares and the shares of Common Stock issued upon the conversion of the Note and issuable upon exercise of the Warrants. Warrants
Found in COACH INDUSTRIES GROUP INC contract
Registrable Securities. Means the shares of Common Stock issuable or issued upon the conversion of the Note Preferred Stock and issuable upon the exercise of the Warrants.
Found in LIME ENERGY CO. contract
Registrable Securities. Means the The shares of Common Stock issued upon the conversion of the Note and issuable upon exercise of the Warrants. Warrants
Found in iSign Solutions Inc. contract
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Registrable Securities. Shall mean (i) the Conversion Shares, (ii) the Warrant Shares and (iii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; 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 by the Investors pursuant to Rule 144(k).
Found in CAPRIUS INC contract
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Registrable Securities. Shall mean the shares of Common Stock issuable (i) pursuant to the Conversion Shares, Purchase Agreement, (ii) upon the Warrant Shares exercise of the Warrants, (iii) upon exercise of the Placement Agent Warrants, and (iii) any other securities issued or (iv) issuable with respect to or in exchange for Registrable Securities; 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 by the Investors pursuant to Rule 144(k). Statement. View More Arrow
Found in ANTARES PHARMA, INC. contract
Registrable Securities. Shall mean (i) the Conversion Shares, (ii) the Warrant Shares and (iii) (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; 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 Investors pursuant to Rule 144(k). 144.
Found in RESPONSE GENETICS INC contract
Registrable Securities. Shall mean (i) the Conversion Shares, (ii) the Warrant Shares and (iii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; 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 by the Investors pursuant to Rule 144(k).
Found in DAEGIS INC. contract
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Registrable Securities. Shall mean shares of Common Stock issued to ---------------------- each Purchaser pursuant to the Subscription Agreements, excluding (i) any --------- Registrable Securities that have been publicly sold or may be sold immediately without registration under the Securities Act either pursuant to Rule 144 of the Securities Act or otherwise; (ii) any Registrable Securities sold by a person in a transaction pursuant to a registration... statement filed under the Securities Act or (iii) any Registrable Securities that are at the time subject to an effective registration statement under the Securities Act. View More Arrow
Found in TURBOCHEF TECHNOLOGIES INC contract
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Registrable Securities. Shall mean The shares of Common Stock issued or issuable from time to ---------------------- each Purchaser pursuant time upon the conversion of the Notes, the shares of Common Stock issued or issuable from time to time upon the exercise of the Warrants, and the shares of Common Stock issued or issuable from time to time upon the exercise of the warrants issued to the Subscription Agreements, placement agent for the Offering, but excluding (i) any --------- Registrable Securities that have been... publicly sold or may be sold immediately without registration under the Securities Act either pursuant to Rule 144 of the Securities Act or otherwise; (ii) any Registrable Securities sold by a person in a transaction pursuant to a registration statement filed under the Securities Act or (iii) any Registrable Securities that are at the time subject to an effective registration statement under the Securities Act. Act View More Arrow
Found in Nuo Therapeutics, Inc. contract
Registrable Securities. Shall mean shares of Common Stock issued to ---------------------- each The Purchaser pursuant to Shares and the Subscription Agreements, Purchaser Warrant Shares, but excluding (i) any --------- otherwise Registrable Securities that have been publicly sold or may be immediately sold immediately without registration under the Securities Act either pursuant to Rule 144 of the Securities Act or otherwise; otherwise during any ninety (90) day period; (ii) any otherwise Registrable Securities sold... by a person in a transaction pursuant to a registration statement filed under the Securities Act or Act, and (iii) any otherwise Registrable Securities that are at the time subject to an effective registration statement under the Securities Act. Act View More Arrow
Found in Li3 Energy, Inc. contract
Registrable Securities. Shall mean Means shares of Common Stock issued to ---------------------- each Purchaser Investor pursuant to the Subscription Agreements, Securities Purchase Agreement, but in each case excluding (i) (A) any --------- Registrable Securities that have been publicly sold or may be publicly sold immediately without registration under the Securities Act either pursuant to Rule 144 of the Securities Act or otherwise; (ii) (B) any Registrable Securities sold by a person in a transaction pursuant to a... registration statement filed under the Securities Act or (iii) (C) any Registrable Securities that are at the time subject to an effective registration statement under the Securities Act. View More Arrow
Found in INTERNET AMERICA INC contract
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