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), (c) any additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Warrants (without giving effect to any limitations on exercise set forth in the Warrants) and (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) 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
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Registrable Securities.
Means, means, as of any date of determination, (a) all
Shares, Shares and (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), (c) any additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Warrants (without giving effect to any limitations on exercise set forth in the Warrants) and (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) 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
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Registrable Securities.
Means, means, as of any date of determination, (a) all Shares, (b) all Warrant Shares then issued and issuable upon exercise of the
Warrants, (c) the Common Warrant Shares (as such term is defined in the securities purchase agreement entered into in connection with the Registered Direct) then issued and issuable upon exercise of the Common Warrants
(as such term is defined in the securities purchase agreement entered into in connection with the Registered Direct) issued by the Company to each... Purchaser in connection with the Registered Direct (assuming on such date the Common Warrants are exercised in full without regard to any exercise limitations therein), (c) (d) any additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Warrants and the Common Warrants (as such term is defined in the securities purchase agreement entered into in connection with the Registered Direct) issued by the Company to each Purchaser in connection with the Registered Direct (without giving effect to any limitations on exercise set forth in the Warrants) Warrants and (d) the Common Warrants, as such term is defined in the securities purchase agreement entered into in connection with the Registered Direct) and (e) 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 reasonably 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), Company, and all Warrants are exercised by "cashless exercise" as provided in Section 2(c) of each of the Warrants), as reasonably determined by the Company, upon the advice of counsel to the Company
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Registrable Securities.
Means, means, as of any date of determination, (a) all
Shares, Common Shares issued under the Purchase Agreement, and (b) all Warrant Shares
then issued and issuable upon
the exercise of the
Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), (c) any additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Warrants (without giving effect to any limitations on exercise set... forth in the Warrants) and (d) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; Warrants; 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) (i) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission SEC 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 144 144, and the conditions of Rule 144(i)(2) have been met, 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), Company, as reasonably determined by the Company, upon the advice of counsel to the Company Company)
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Registrable Securities.
Means, as of any date of determination, (a) all Shares, (b) all means (i) the Warrant Shares then issued
and or issuable upon exercise of the
Pre-Funded Warrants (assuming
on such date the
Pre-Funded Warrants are
exercised exercisable in full without regard to any exercise limitations therein),
(c) and (ii) any
additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Warrants (without giving effect to any limitations on exercise set forth in... the Warrants) and (d) any other securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to, in exchange for or in replacement of, the Warrant Shares issued and sold pursuant to the foregoing; 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, Registration Statement hereunder with respect thereto) for so long as (a) upon the first to occur of (A) a 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 by the Holder thereof in accordance with such effective Registration Statement, (b) (B) such Registrable Securities have having been previously sold in accordance with Rule 144, or (c) 144 (or another exemption from the registration requirements of the 1933 Act), and (C) such securities become Registrable Securities 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 of Company Counsel to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and Holders. For the avoidance of doubt, 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 provision herein requiring the calculation of the Company), number of Registrable Securities as reasonably determined by of any date, or the Company, upon the advice computation of counsel a percentage of Registrable Securities, shall be deemed to refer to the Company number of shares of Common Stock constituting Registrable Securities as of such date, assuming the Pre-Funded Warrants are exercisable in full without regard to any exercise limitations therein.
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Registrable Securities.
Means, means, as of any date of determination, (a) all
Shares, the shares of Common Stock then issued and issuable pursuant to the Letter Agreement, (b) all
Warrant Shares the shares of Common Stock then issued and issuable upon exercise
in full of the
Warrants Preferred Stock (assuming on such date the
Warrants are exercised Preferred Stock is converted in full without regard to any
exercise conversion limitations therein), (c)
all shares of Common Stock issued and issuable as dividends or... stated value on the Preferred Stock (assuming all permissible dividend and stated value payments are made in shares of Common Stock and the Preferred Stock is held until redeemed), (d) any additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Warrants (without Preferred Stock (in each case, without giving effect to any limitations on exercise conversion set forth in the Warrants) Preferred Stock), and (d) (e) 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 Company)
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Registrable Securities.
Means, means, as of any date of determination, (a) all
Shares, the shares of Common Stock then issued and issuable upon conversion in full of the Notes (assuming on such date the Notes are converted in full without regard to any conversion limitations therein), (b)
all shares of Common Stock issued and issuable as interest or principal on the Notes assuming all permissible interest and principal payments are made in shares of Common Stock and the Notes are held until maturity, (c) 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), (c) therein) (d) any additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Notes or the Warrants (without (in each case, without giving effect to any limitations on conversion set forth in the Notes or limitations on exercise set forth in the Warrants) and (d) (e) 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 Company)
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Registrable Securities.
Means, means, as of any date of determination, (a)
all Shares, (b) all the maximum number of Warrant Shares then issued and issuable upon exercise of the Warrants (assuming
an exercise price equal to the Base Floor Price (as defined in the Warrant) (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement) and the corresponding increase in the number of Warrant Shares issuable) on such date the Warrants
... are exercised in full without regard to any exercise limitations therein), (b) the maximum number of Conversion Shares then issued and issuable upon conversion in full of the shares of Preferred Stock (assuming on such date the shares of Preferred Stock are converted in full) (assuming a conversion price equal to the Base Floor Price (as defined in the Certificate of Designation) (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement) without regard to any conversion limitations therein), (c) any additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Certificate of Designation or the Warrants (without (in each case, without giving effect to any limitations on conversion set forth in the Certificate of Designation or limitations on exercise set forth in the Warrants) and (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) 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
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Registrable Securities.
Means, 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), (c) any additional shares of Common Stock issued
pursuant to the Purchase Agreement; (b) all shares of Common Stock issued to Intrexon Corporation pursuant to the Exclusive Channel Collaboration Agreement dated on or about the date hereof; and
... class="diff-color-red">issuable in connection with any anti-dilution provisions in the Warrants (without giving effect to any limitations on exercise set forth in the Warrants) and (d) (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
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Registrable Securities.
Means, means, as of any date of determination, (a) all
Shares, of the shares of Common Stock then issuable upon conversion in full of the Preferred Stock (assuming on such date the shares of Preferred Stock are converted in full without regard to any conversion limitations therein), (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), therein) and including all... shares issuable upon exercise of any warrants issued to Viriathus, as the placement agent, (c) any additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Preferred Stock or the Warrants (without (in each case, without giving effect to any limitations on conversion set forth in the Certificate of Designation or limitations on exercise set forth in the Warrants) and Warrants), (d) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; foregoing and (e) at the option of the Company, all shares of Common Stock issuable as dividends on the Preferred Stock for up to 3 years; 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), Company, and all Warrants are exercised by "cashless exercise" as provided in Section 2(c) of each of the Warrants), as reasonably determined by the Company, upon the advice of counsel to the Company
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Registrable Securities.
Means, means, as of any date of determination, (a) all
Shares, (b) all Warrant Shares of the shares of Common Stock then issued and issuable upon
exercise conversion in full of the
Warrants Notes (assuming on such date the
Warrants Notes are
exercised converted in full without regard to any
exercise conversion limitations therein),
(c) any additional (b) all shares of Common Stock issued and issuable
as interest or principal on the Notes assuming all permissible interest and principal payments... are made in connection with any anti-dilution provisions in shares of Common Stock and the Warrants (without giving effect to any limitations on exercise set forth in the Warrants) Notes are held until maturity and (d) (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 Holders 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
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