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
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Registrable Securities.
Means, 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
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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.
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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
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Registrable Securities.
Means, means, as of any date of determination, (a) all Shares, (b) all
Pre-Funded Warrant Shares then issued and issuable upon exercise of the
Pre-Funded Warrants (assuming on such date the
Pre-Funded 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 pursuant to such effective Registration Statement or 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 144, and 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 case of the Company, as reasonably determined by Pre-Funded Warrant Shares, assuming the Company, upon cashless exercise of the advice of counsel to the Company). 2 Pre-Funded Warrants.
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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 issuable in connection with any anti-dilution provisions in the Warrants (in each case, without giving effect to any limitations on exercise set forth in the Warrants) and
(c) (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 2 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, 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). 2 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 shares of Common Stock heretofore or hereafter purchased by Persons in privately negotiated transactions from TLLP or the Company, including, without limitation, twelve million (12,000,000) shares of Common Stock beneficially owned by TLLP as 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; hereof (the "TLLP Securities"); 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 Company and the affected Holders Holder (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 affiliate of the Company, Company as reasonably determined by the Company, upon the advice of counsel to the Company). 2
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Registrable Securities.
Means, means, as of any date of determination, (a) all
Shares, Shares (including, for purposes of this Agreement and as of the date the Registration Statement is filed, an additional amount of shares of Common Stock equal to 30% of the Initial Shares which shall represent any Additional Shares issued pursuant to the Purchase Agreement), (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 issuable in connection with any anti-dilution provisions in the Purchase Agreement and (c) Warrants (in each case, without giving effect to any limitations on conversion 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 2 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, 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). 2 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 Shares (assuming on such date the Preferred Shares are converted in full), (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 full), (c) any
exercise limitations therein), additional shares of Common Stock issuable in connection with any... anti-dilution provisions in the Preferred Shares or the Warrants and (c) (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, 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). Company. 2
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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 Shares (assuming on such date the Preferred Shares are converted in full), (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 full), (c) any
exercise limitations therein), additional shares of Common Stock issuable in connection with any... anti-dilution provisions in the Preferred Shares or the Warrants and (c) (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 2 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, 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). 2 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 Debentures (assuming on such date the Debentures are converted in full without regard to any conversion limitations therein), (b)
all shares of Common Stock issuable as interest or principal on the Debentures assuming all permissible interest and principal payments are made in shares of Common Stock and the Debentures 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), (d) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Debentures or the Warrants (in each case, without giving effect to any limitations on conversion set forth in the Debentures or limitations on exercise set forth in the Warrants) and (c) (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, 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). 2 Company.
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