Registrable Securities. Shall mean (i) the shares of Common Stock issued to the Shareholders pursuant to the Merger Agreement, which represent a portion of the Total Merger Consideration payable to the Shareholders, and (ii) any other securities issued or issuable with respect to any such shares described 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; provided, however, that Registrable... Securities shall not include any shares of Common Stock described in clause (i) or (ii) above which have previously been registered or sold to the public pursuant to a Registration Statement, which have been sold or could be sold during any ninety (90) day period without volume limitations under Rule 144 or which have been sold in a private transaction in which the transferor's rights under this Agreement are not validly assigned in accordance with this AgreementView More
Registrable Securities. Shall mean (i) the any shares of Common Stock issued to the Shareholders pursuant to the Merger Agreement, which represent a Investors in payment of any portion of the Total Merger Holdback Consideration payable Amount to which the Shareholders, Investors are entitled under the terms of the Asset Purchase Agreement, and (ii) any other securities issued or issuable with respect to any such shares described 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; provided, however, that Registrable Securities shall not include any shares of Common Stock described in clause (i) or (ii) above which have previously been registered or sold to the public pursuant to a Registration Statement, registration statement, which have been sold or could be sold during any ninety (90) day period without volume limitations under Rule 144 or which have been sold in a private transaction in which the transferor's rights under this Agreement are not validly assigned in accordance with this Agreement Agreement. View More
Registrable Securities. Means (1) the 275,046 common units ("Common Units") of the Company received by SCI pursuant to the Asset Purchase Agreement and (2) any Common Units of the Company issued as a stock dividend or other distribution with respect to, or in exchange for or in replacement of, such Common Units
Registrable Securities. Means (1) the 275,046 280,952 common units ("Common Units") of the Company received by SCI pursuant to the Asset Purchase Agreement and (2) any Common Units of the Company issued as a stock dividend or other distribution with respect to, or in exchange for or in replacement of, such Common Units
Registrable Securities. The shares of Common Stock issuable (i) upon the conversion of the Preferred Stock (excluding 12,000,000 shares of Common Stock issuable upon conversion of the Preferred Stock which are registered pursuant to a prior Registration Statement (File No. 143263 as amended and supplemented)), (ii) upon the exercise of the Series E Warrants, (iii) upon the exercise of the Series D Warrants; (iv) upon the exercise of the Series B Warrants, including any shares of Common Stock that become issuable upon... conversion or exercise of the Preferred Stock or Warrants, as the case may be, as a result of stock splits, stock dividends or similar transactions with respect to the Common Stock (other than shares of Common Stock registered pursuant to the aforesaid prior Registration Statement) and any Common Stock issued as stock dividends on the Preferred Stock; provided, that, a security shall cease to be a Registrable Security upon a sale pursuant to a Registration StatementView More
Registrable Securities. The shares of Common Stock issuable (i) upon the conversion of the Preferred Stock (excluding 12,000,000 shares of Common Stock issuable upon conversion of the Preferred Stock which are registered pursuant to a prior the Prior Registration Statement (File No. 143263 as amended and supplemented)), Statement), (ii) upon the exercise of the Series E Warrants, D Warrants and (iii) upon the exercise of the Series D B Warrants; (iv) upon the exercise of the Series B Warrants, including any shares of... Common Stock that become issuable upon conversion or exercise of the Preferred Stock or Warrants, as the case may be, as a result of stock splits, stock dividends or similar transactions with respect to the Common Stock (other than shares of Common Stock registered pursuant to the aforesaid prior Registration Statement) and any Common Stock issued as stock dividends on the Preferred Stock; provided, that, a security shall cease to be a Registrable Security upon a sale pursuant to a Registration Statement View More
Registrable Securities. Means the Shares, the Warrant Shares and the shares of Common Stock issuable upon exercise of the warrant issued to Rodman & Renshaw, Inc. in connection with the transactions contemplated by the Purchase Agreement together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization.
Registrable Securities. Means the Shares, the Warrant Shares and the shares of Common Stock issuable upon exercise of the warrant issued to Rodman & Renshaw, Inc. in connection with the transactions contemplated by the Purchase Agreement Agreement, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization. recapitalization or similar event with respect to the foregoing or in connection with any anti-dilution provisions in the Warrant.
Registrable Securities. Series A The New Registrable Securities, Series B Registrable Securities, and the Series C Registrable Securities, collectively. the Series B Registrable Securities and the Series A Registrable Securities
Registrable Securities. Any Company Securities held by the Holders from time to time. 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 disposed of in accordance with such registration statement, (b) they shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under... the Securities Act, or (c) they shall have ceased to be outstanding.View More
Registrable Securities. Any Company Securities held by the Holders from time to time. The Settlement Shares. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) (x) 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 disposed of in accordance with such registration statement, (b) Registration Statement, (y) they shall have been... distributed to the public pursuant to Rule 144 or Rule 145 (or any successor provision) under the Securities Act, Act or (c) (z) they shall have ceased to be outstanding. outstanding View More
Registrable Securities. (i) the Common Stock issued or issuable upon conversion of the Preferred Stock (the "Conversion Stock") (ii) any Common Stock of the Company issued or issuable with respect to, or in exchange for or in replacement of, the Conversion Stock or other securities convertible into or exercisable for the Preferred Stock upon any stock split, stock dividend, recapitalization, or similar event, (iii) the Warrant Stock and any shares of Common Stock issued or issuable with respect to, in exchange for or... in replacement of, the Warrant Stock or other securities convertible into or excisable for the Warrant Stock upon any stock split, stock dividend, recapitalization or similar event; (iv) any Common Stock issued or issuable to any of the Investors with respect to the securities held by such Investors by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and any Common Stock or shares of voting common stock issuable upon conversion, exercise or exchange thereof and (v) for the purposes of Section 3.2 only, all shares of Common Stock originally issued to James Wells and Jonathan Ellman; provided however, that shares of Common Stock or other securities shall only be treated as Registrable Securities of a Holder for the purposes of this Agreement (A) if and so long as they have not been sold by such Holder to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) prior to the date such securities have been sold or are all available for immediate sale in the opinion of counsel to the Company in a transaction exempt from the prospectus delivery requirements of the Securities Act so that all transfer restrictions and legends with respect thereto are removed upon the consummation of such saleView More
Registrable Securities. (i) the Common Stock issued or issuable upon conversion of the Preferred Stock (the "Conversion Stock") and (ii) any Common Stock of the Company issued or issuable with respect to, or in exchange for or in replacement of, of the Conversion Stock or other securities convertible into or exercisable for the Preferred Stock upon any stock split, stock dividend, recapitalization, or similar event, (iii) the Warrant Stock and any shares of Common Stock issued or issuable with respect to, in exchange... for or in replacement of, the Warrant Stock or other securities convertible into or excisable for the Warrant Stock upon any stock split, stock dividend, recapitalization or similar event; (iv) any Common Stock issued or issuable to any of the Investors with respect to the securities held by such Investors by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and any Common Stock or shares of voting common stock issuable upon conversion, exercise or exchange thereof and (v) for the purposes of Section 3.2 only, all shares of Common Stock originally issued to James Wells and Jonathan Ellman; provided provided, however, that shares of Common Stock or other securities shall only be treated as Registrable Securities of a Holder for the purposes of this Agreement (A) if and so long as they have not been sold by such Holder to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) prior to the date such securities have been sold or are all available for immediate sale in the opinion of counsel to the Company in a transaction exempt from the prospectus delivery requirements of the Securities Act so that all transfer restrictions and legends with respect thereto are removed upon the consummation of such sale View More
Registrable Securities. (i) the Notes, (ii) the Conversion Shares issued or issuable upon conversion of the Notes and (iii) any capital stock of the Company issued or issuable, with respect to the Conversion Shares or the Notes as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversion and/or redemption of the Notes; provided, however, that such Securities shall cease to be Registrable Securities at the earliest when (i) a... Shelf Registration Statement with respect to such Securities shall have become effective under the 1933 Act and such Securities shall have been sold or transferred pursuant to such Shelf Registration Statement, (ii) such Securities have been transferred in compliance with Rule 144 under the 1933 Act (or any successor provision thereto), or are transferable pursuant to paragraph (k) of such Rule 144 (or any successor provision thereto) or (iii) such Securities shall have ceased to be outstandingView More
Registrable Securities. (i) the Notes, (ii) the Conversion Shares issued All or issuable upon conversion any of the Notes and (iii) any capital stock of the Company issued or issuable, with respect to the Conversion Shares or the Notes as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversion and/or redemption of the Notes; Securities; provided, however, that such Securities shall cease to be Registrable Securities at the... earliest when (i) a Shelf Registration Statement with respect to such Securities shall have become effective under the 1933 Act and such Securities shall have been sold or transferred pursuant to such Shelf Registration Statement, (ii) such Securities have been transferred in compliance with Rule 144 under the 1933 Act (or any successor provision thereto), or after the second anniversary of the date hereof are transferable pursuant to paragraph (k) of such Rule 144 (or any successor provision thereto) thereto), or (iii) such Securities shall have ceased to be outstanding outstanding. View More
Registrable Securities. The Securities and the guarantee thereof by the Guarantors; provided, however, that the Securities and the guarantee shall cease to be Registrable Securities (i) when such Securities are exchanged for Exchange Securities, (ii) when a Registration Statement with respect to such Securities and the guarantee shall have been declared effective under the 1933 Act and such Securities and the guarantee shall have been disposed of pursuant to such Registration Statement, (iii) when such Securities and... the guarantee have been 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 (iv) when such Securities and the guarantee shall have otherwise ceased to be outstandingView More
Registrable Securities. The Securities and the guarantee thereof by the Guarantors; provided, however, that the Securities and the guarantee guarantees thereof shall cease to be Registrable Securities (i) when such Securities are exchanged for Exchange Securities, (ii) when a Registration Statement with respect to such Securities and the guarantee guarantees thereof shall have been declared effective under the 1933 Act and such Securities and the guarantee guarantees thereof shall have been disposed of pursuant to... such Registration Statement, or (iii) when such Securities and the guarantee have been 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 (iv) when such Securities and the guarantee guarantees thereof shall have otherwise ceased to be outstanding View More
