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.
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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
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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.
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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.
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Registrable Securities.
Means, collectively, the means Investor
Registrable Securities and the Warrant Registrable Securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they
(i) have been distributed to the public pursuant to
a an offering registered under the Securities Act or sold to the public through a broker,
dealer dealer, or market maker in compliance with Rule 144
15 under the Securities Act (or any similar rule then in
force) force), (ii) have... been distributed to the partners, members or unit holders of any Investor (unless such Investor elects otherwise), (iii) have been effectively registered under a registration statement including a registration statement on Form S-8 (or any successor form), or (iv) have been repurchased by the Company or any Subsidiary. Company. 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), Securities, 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.
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Registrable Securities.
Means, collectively, (i) the
Investor Registrable Securities ADSX Shares issued pursuant to the Purchase Agreement and
(ii) any other Common Stock issued or issuable with respect to the
Warrant Registrable Securities. 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. 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 exchange 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.
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Registrable Securities.
Means, collectively, means (i) any Common Stock held by any of the
Investor Registrable Securities Investors (including any Common Stock issued or issuable upon conversion of shares of the Company's Convertible Preferred Stock, par value $.01 per share, issued pursuant to the Stock Purchase Agreement), (ii) any 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 the Warrant Registrable Securities. (iii) any other shares of Common Stock held by Persons holding securities described in clauses (i) or (ii) above. 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 an 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. As to any particular Registrable Securities held by the Investors, such securities shall cease to be Registrable Securities when they have been distributed by the Investors to any of their direct or indirect partners or members (but only if the Investors advise the Company in writing of their desire to exclude the securities so distributed from the definition of "Registrable Securities" hereunder at any time before or after the date of such distribution). 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. -9-
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Registrable Securities.
Means, collectively, means the
Investor Registrable Securities Common Shares outstanding from time to time (including Employees' Common Shares) and
(i) any Common Shares issued or issuable upon conversion of the
Warrant Registrable Securities. Series A Shares, (ii) any other stock or securities that the holders of the Series A Shares may be entitled to receive, or will have received, upon conversion of the Series A Shares or otherwise pursuant to such holders' ownership of the Series A Shares,... in lieu of or in addition to Common Shares, or (iii) any equity securities issued or issuable directly or indirectly with respect to the securities referred to in the foregoing clause (i) or (ii) by way of conversion or exchange thereof or share dividend or share split or in connection with a combination of shares, recapitalization, reclassification, merger, 16 amalgamation, arrangement, consolidation or other reorganization. As to any particular securities constituting Registrable Securities, such securities shall will cease to be Registrable Securities when (x) they have been distributed to the public pursuant to a offering effectively registered or qualified for sale by prospectus filed under the Securities Act and disposed of in accordance with the Registration Statement covering therein, or (y) they have been sold to the public through a broker, dealer or market maker in compliance with pursuant to Rule 144 or other exemption from registration under 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.
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Registrable Securities.
Means, collectively, means (i) any of the
Investor Registrable Securities Common Stock issued pursuant to the Equity Investment Agreements (including shares of Common Stock issuable upon conversion of any convertible securities issued pursuant to the Equity Investment Agreements), (ii) any of the Common Stock issued or issuable with respect to the securities 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, and the Warrant Registrable Securities. (iii) any other shares of Common Stock held by Persons holding securities described in clauses (i) or (ii). As to any particular Registrable Securities, such securities shall will cease to be Registrable Securities when they have been distributed to the public sold 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.
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Registrable Securities.
Means, collectively, means (i) any Common Stock issued upon the
Investor conversion of any Preferred Stock issued pursuant to the Purchase Agreement and (ii) any Common Stock issued or issuable with respect to any Registrable Securities
and the Warrant Registrable Securities. by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. 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 an offering registered under the Securities Act or Act, 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, including exercising any rights or meeting any threshold tests hereunder, a Person shall be deemed to be a holder of hold any Registrable Securities, Securities and the such 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.
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Registrable Securities.
Means, collectively, means the Investor
Registrable Securities, the Executive Registrable Securities and the
Warrant Other Registrable Securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they
(i) have been distributed to the public pursuant to
a an offering registered under the Securities Act or sold to the public through a broker,
dealer dealer, or market maker in compliance with Rule 144 under the Securities Act (or any
... similar rule then in force) force), (ii) unless the respective Stockholder otherwise elects, have been distributed to the limited partners of any of the Stockholder, (iii) have been effectively registered under a registration statement including, without limitation, a registration statement on Form S-8 (or any successor form), or (iv) have been repurchased by the Company Company. In addition, all Registrable Securities held by any Person shall cease to be Registrable Securities (provided that, for purposes of this provision, all Investors and all Registrable Securities held by such Investors shall be treated as Registrable Securities held by a single Person) when all such Registrable Securities become eligible to be sold to the public through a broker, dealer, or market maker pursuant to Rule 144 (or any Subsidiary. similar provision then in force) during a single 90-day period. 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 effected; provided that this sentence shall be entitled not apply to shares of the common equity securities of the Company issuable upon the exercise of unvested options originally issued to employees or former employees of the rights of a holder of Registrable Securities hereunder. Company or its Subsidiaries.
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