Registrable Securities

Example Definitions of "Registrable Securities"
Registrable Securities. (i) any Common Stock issued upon exercise of the Warrant 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 Registrable Securities, such securities shall cease to be Registrable Securities when they have been sold to the public. For purposes of this Agreement, a Person shall be deemed to be a holder of... Registrable Securities whenever such Person has the right to acquire such Registrable Securities (upon conversion or exercise, disregarding any restrictions or limitations upon the exercise of any such right), whether or not such acquisition has actually been effected View More
Registrable Securities. (i) any shares of Common Stock issued upon exercise to the Stockholders as of the Warrant and date hereof, or (ii) any other shares of 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 an exchange or combination of shares, recapitalization, merger, consolidation or other reorganization; provided that with respect to any Registrable Securities, such securities shall cease to be Registrable... Securities when they have been sold to the public. reorganization. For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire such Registrable Securities (upon conversion or exercise, exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of any such right), whether or not such acquisition has actually been effected View More
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Registrable Securities. (i) all of the outstanding Founder Shares, (ii) all of the Insider Shares, (iii) all of the outstanding Private Placement Units and underlying securities, including the Private Shares, the Private Warrants, the Rights, the shares of Common Stock issued or issuable upon the exercise of any Private Warrants, and the shares of Common Stock into which the Rights are convertible or converted, and (iv) any equity securities (including the shares of Common Stock issued or issuable upon the exercise or... conversion of any such equity security) of the Company issuable upon the conversion of any working capital loans made to the Company by a Holder, and (v) any outstanding share of Common Stock or any other equity security (including shares of Common Stock issued or issuable upon the exercise of any such equity security) of the Company held by a Holder as of the date of this Agreement. 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 any of the securities described in the foregoing clauses (i) – (v). 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) such securities are freely saleable under Rule 144 without volume limitations. View More
Registrable Securities. (i) all of the outstanding Founder Initial Shares, (ii) all of the Insider Shares, (iii) all of the outstanding Private Placement Units and underlying securities, including the Private Shares, the Private Warrants, the Rights, (iii) the shares of Common Stock issued or issuable upon underlying the exercise of any Private Warrants, and (iv) the shares of Common Stock into which underlying the Private Rights are convertible or converted, and (iv) (v) any equity securities (including the shares of... Common Stock issued or issuable upon the exercise or conversion of any such equity security) of the Company issuable upon the conversion of any working capital loans made to the Company by a Holder, and (v) any outstanding share of Common Stock or any other equity security (including shares of Common Stock issued or issuable upon the exercise of any such equity security) of the Company held Parent issuable upon conversion of any working capital loans in an amount up to $5,475,000 made to the Parent by a Holder as of the date of this Agreement. an Investor. Registrable Securities include any warrants, rights, shares of capital stock or other securities of the Company Parent issued as a dividend or other distribution with respect to or in exchange for or in replacement of any such Initial Shares, Private Shares, Private Warrants and Private Rights (and underlying shares of the securities described in the foregoing clauses (i) – (v). Common Stock). 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 Parent and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; outstanding, or (d) such securities the Registrable Securities are freely saleable under Rule 144 without volume limitations. limitations View More
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Registrable Securities. The Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has been declared effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement (or in the case of a Holder that is not described in Section 2(b)(iii) or 2(b)(iv) hereof, the date an Exchange Offer is consummated in accordance with this Agreement which such Holder was not... prohibited from participating in), (ii) if a Shelf Registration Statement is required to be filed in accordance with Section 2(b) hereof, two years from the effective date of such Shelf Registration Statement, (iii) the date on which such Registrable Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security related to restrictions on the transferability thereof, under the Securities Act or otherwise, is removed, or the restrictive CUSIP number is redesignated as non-restricted, by the Company or pursuant to the Indenture or (iv) when such Securities cease to be outstanding View More
Registrable Securities. The Shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has been declared effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement (or in the case of a Holder that is not described in Section 2(b)(iii) or 2(b)(iv) hereof, the date an Exchange Offer is consummated in accordance with this Agreement which such Holder... was not prohibited from participating in), in) or (ii) if a Shelf Registration Statement is required to be filed in accordance with Section 2(b) hereof, two years from the effective date of such Shelf Registration Statement, (iii) the date on which such Registrable Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security related to restrictions on the transferability thereof, under the Securities Act or otherwise, is removed, or the restrictive CUSIP number is redesignated as non-restricted, by the Company or pursuant to the Indenture or (iv) when such Securities cease to be outstanding outstanding. View More
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Registrable Securities. Means this Warrant and the Common Stock issuable under this Warrant. Registrable Securities shall continue to be Registrable Securities (whether they continue to be held by Vert or they are sold to other Persons) until (i) they are sold outside of the United States in accordance with the rules and regulations of the BSX, (ii) pursuant to an effective registration statement under the Securities Act or (iii) they shall have otherwise been transferred (including pursuant to Rule 144 under the... Securities Act)and new securities not subject to transfer restrictions under any federal securities laws and not bearing any legend restricting further transfer shall have been delivered by the Company, all applicable holding periods shall have expired, and no other applicable and legally binding restriction on transfer by the holder thereof shall exist. View More
Registrable Securities. Means this Warrant and the Common Stock Shares or other securities issuable under the Warrants on the Issuance Date and at any time during the term of this Warrant. Agreement. Registrable Securities shall continue to be Registrable Securities (whether they continue to be held by Vert the Holder or they are sold to other Persons) until (i) they are sold outside of the United States in accordance with the rules and regulations of the BSX, (ii) pursuant to an effective registration statement Registration Statement under the Securities Act Act; (ii) they may be sold by their holder pursuant to Rule 144 without limitation thereunder on volume or manner of sale; or (iii) they shall have otherwise been transferred (including pursuant to Rule 144 under the Securities Act)and and new securities not subject to transfer restrictions under any federal securities laws and not bearing any legend restricting further transfer shall have been delivered by the Company, all applicable holding periods shall have expired, and no other applicable and legally binding restriction on transfer by the holder Holder thereof shall exist. exist under the Securities Act View More
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Registrable Securities. Shall mean the Shares, provided, however, that such securities shall no longer be deemed Registrable Securities if (x) such shares have been resold or otherwise transferred pursuant to a Registration Statement that has been declared effective by the SEC; (y) such shares are sold in compliance with Rule 144, or (z) such shares have ceased to be outstanding (whether as a result of redemption, repurchase, cancellation or otherwise).
Registrable Securities. Shall mean (i) the Shares, shares of Common Stock issuable or issued upon conversion of the Preferred Stock, and (ii) any other shares of Common Stock that Purchaser may hereafter acquire, provided, however, that such securities shall no longer be deemed Registrable Securities if (x) such shares have been resold or otherwise transferred pursuant to a Registration Statement that has been declared effective by the SEC; (y) such shares are sold in compliance with Rule 144, or (z) such shares have... ceased to be outstanding (whether as a result of redemption, repurchase, cancellation or otherwise). View More
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Registrable Securities. Means, as of any date of determination, (a) all Unregistered Shares, (b) all Warrant Shares then issued and issuable upon exercise of the Common Warrants and Unregistered Pre-funded Warrants (assuming on such date such 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
Registrable Securities. Means, as of any date of determination, (a) all Unregistered Shares, (b) all the Warrant Shares then issued and issuable upon exercise of the Common Warrants and Unregistered Pre-funded Warrants (assuming on such date such the Warrants are exercised in full without regard to any exercise limitations therein) and (c) (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing foregoing.
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Registrable Securities. Means (i) the Notes; (ii) the Ordinary Shares issuable or issued upon conversion of the Notes and (iii) any securities issued as (or issuable upon the conversion, exercise or exchange of any warrant, right or other security that is issued as) a dividend, stock split, combination, or any reclassification, recapitalization, merger, consolidation, exchange or any other distribution or reorganization with respect to, or in exchange for, or in replacement of, the securities referenced in clause (i)... or (ii) (without giving effect to any election by the Company therein), above or this clause (iii); provided, however, that the term "Registrable Securities" shall exclude in all cases any securities (1) sold or exchanged by a Person pursuant to an effective registration statement under the Act or in compliance with Rule 144, (2) that are Freely Tradable (it being understood that for purposes of determining eligibility for resale under clause (2) of this proviso, no securities held by any Holder shall be considered Freely Tradable (x) to the extent such Holder reasonably determines that it is an Affiliate of the Company or (y) whenever the Holders own Notes in an aggregate principal amount of at least $100,000,000) or (3) that shall have ceased to be outstanding. View More
Registrable Securities. Means (i) the Notes; Securities and (ii) the Ordinary Shares issuable or issued upon conversion of the Notes and (iii) any securities issued as (or issuable upon the conversion, conversion or exercise or exchange of any warrant, right or other security that is issued as) a dividend, stock split, combination, recapitalization or any reclassification, recapitalization, merger, consolidation, exchange or any other distribution or reorganization with respect to, or in exchange for, or in... replacement of, the securities referenced in clause (i) or (ii) (without giving effect to any election by the Company therein), therein) above or this clause (iii); (ii); provided, however, that the term "Registrable Securities" shall exclude in all cases any securities (1) sold or exchanged by a Person pursuant to an effective registration statement under the Act or in compliance with Rule 144, (2) that are Freely Tradable (it being understood that for purposes of determining eligibility for resale under clause (2) of this proviso, no securities held by any Holder shall be considered Freely Tradable (x) to the extent such Holder reasonably determines that it is an Affiliate of the Company or (y) whenever the Holders own Notes in an aggregate principal amount of at least $100,000,000) Company) or (3) that shall have ceased to be outstanding. View More
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Registrable Securities. (i) the Shares and, if any, the Additional Shares (as defined in the Subscription Agreement), (ii) securities issued or issuable upon any stock split, stock dividend, recapitalization or similar event with respect to the Shares; and (iii) any other security issued as a dividend or other distribution with respect to, in exchange for or in replacement of the securities referred to in the preceding clauses.
Registrable Securities. Shall mean (i) the Shares and, if any, the Additional Shares (as defined in the Subscription Agreement), Shares; (ii) securities issued or issuable upon any stock split, stock dividend, recapitalization or similar event with respect to the Shares; and (iii) any other security issued as a dividend or other distribution with respect to, in exchange for for, or in replacement of of, the securities referred to in the preceding clauses.
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Registrable Securities. (i) shares of Common Stock issued to Investors pursuant to the Subscription Agreement, and (ii) shares of Common Stock issued upon conversion of shares of other forms of Preferred Stock of the Company pursuant to a written agreement, (iii) Common Stock issued with respect to or in any exchange for or in replacement of Common Stock referred to in (i) and (ii) hereof. As to any particular shares of Common Stock constituting Registrable Securities, such shares shall cease to be Registrable... Securities when they have been transferred in a Public Sale in a transaction such that all transfer restrictions and restrictive legends under the Securities Act with respect thereto are or may be removed upon consummation of such sale, or shares 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 View More
Registrable Securities. (i) shares of Common Stock issued to Investors pursuant to the Subscription Agreement, Holders in the Merger, and (ii) shares of Common Stock issued upon conversion of shares of other forms of Preferred Stock of the Company pursuant to a written agreement, (iii) Common Stock stock issued with respect to or in any exchange for or in replacement of Common Stock stock referred to in (i) and (ii) hereof. As to any particular shares of Common Stock constituting Registrable Securities, such shares... shall cease to be Registrable Securities when they have been transferred in a Public Sale in a transaction such that all transfer restrictions and restrictive legends under the Securities Act with respect thereto are or may be removed upon consummation of such sale, or shares 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 View More
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Registrable Securities. Means all of (i) the Shares, and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided, that each such Share or security shall cease to be a Registrable Security: (A) when such Share or security is sold pursuant to a Registration Statement declared effective by the Commission; (B) when such Share or security is sold pursuant to Rule 144 under circumstances in which any legend borne... by such Share or security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed or deemed removed by the Company; or (C) on the date (which shall be no earlier than one (1) year from the Closing Date) on which such Share or security would be saleable pursuant to Rule 144 without restrictions on volume or manner of sale View More
Registrable Securities. Means all of (i) the Shares, (ii) any shares of common stock issued to the Buyers upon exercise of the warrants issued to the Buyers pursuant to the Purchase Agreement and (ii) (iii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided, that each such Share or security shall cease to be a Registrable Security: (A) when such Share or security is sold pursuant to a Registration Statement... declared effective by the Commission; (B) when such Share or security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Share or security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed or deemed removed by the Company; or (C) on the date (which shall be no earlier than one (1) year from the Closing Date) on which such Share or security would be saleable pursuant to Rule 144 without restrictions on volume or manner of sale View More
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