Registrable Securities

Registrable Securities. (i) the shares of Common Stock issuable upon conversion of any Note, including any interest paid as a result of an increase in the principal amount of any Note pursuant to the terms thereof, (ii) the shares of Common Stock issuable pursuant to the Common Stock SPA, (iii) the shares of Common Stock issuable upon conversion of the Series D Preferred Stock issuable pursuant to the Preferred Stock SPA, and (iii) any other securities issued or issuable with respect to or in exchange for Registrable... Securities, whether by way of stock dividend, stock-split, or in connection with or combination of shares, recapitalization, merger, charter amendment or otherwise; provided, that, a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale without restriction by VB Funding pursuant to Rule 144 View More

Registrable Securities. Each of the Notes (and the related Guarantee) until the earliest to occur of: (A) the date on which such Note (and the related Guarantee) has been exchanged by a Person other than a broker-dealer for a New Security in the Registered Exchange Offer; (B) following the exchange by a broker-dealer in the Registered Exchange Offer of a Note (and the related Guarantee) for a New Security, the date on which such New Security is sold to a purchaser who receives from such broker-dealer on or prior to... the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement; (C) the date on which such Note (and the related Guarantee) has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or (D) the date on which such Note (and the related Guarantee) is actually sold pursuant to Rule 144 under the Securities Act; provided that a Note will not cease to be a Registrable Security for purposes of the Registered Exchange Offer by virtue of this clause (D) View More

Registrable Securities. (i) any Purchaser Shares owned by any NextGen Seller at any time and (ii) any other securities issued or issuable with respect to any Purchaser Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization (it being understood that for purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the... Company any Registrable Securities, whether or not such acquisition has actually been effected). As to any particular Registrable Securities, once issued, such Registrable Securities shall cease to be Registrable Securities when (x) they have been registered under the Securities Act, the registration statement in connection therewith has been declared effective, and they have been disposed of pursuant to such effective registration statement, (y) they are eligible to be sold or distributed pursuant to Rule 144 by such NextGen Seller without limitation, or (z) they shall have ceased to be outstanding. View More

Registrable Securities. For a given Registration, means (a) any shares of Common Stock (the "Warrant Shares") issued or issuable upon exercise of, or otherwise pursuant to, the Warrants (without giving effect to any limitations on exercise set forth in the Warrants), (b) shares of Common Stock issuable pursuant to Section 2.7 of (and Exhibit 2.7 to) the Facility Agreement, if the Company has elected to include them in a Registration Statement, (c) the Private Placement Shares, (d) to the extent allowable under the... Securities Act and the rules and regulations promulgated thereunder (including Rule 416), such additional shares of Common Stock as may become issuable pursuant to the Warrants to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions; and (e) to the extent not covered by clause (d), solely from and after the date such securities are issued, any securities issued upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. View More

Registrable Securities. Means (i) the Units issuable or issued upon conversion of the Series A Preferred Units, excluding any Common Units issued upon conversion of the Series A Preferred Units as result of any Investor becoming a Defaulting Purchaser under the Purchase Agreement; (ii) any Common Units, or any Common Units issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the date hereof; (iii) the Key Holder Registrable... Securities; and (iv) any Common Units issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the units referenced in clauses (i) and (ii) above; excluding for purposes of Section 2 any units for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement. View More

Registrable Securities. (i) the Warrant Shares, and (ii) any other securities issued or issuable with respect to, upon exercise of, or in exchange for the New Warrants or Warrant Shares, whether by merger, charter amendment, or otherwise; provided, that, a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement, Rule 144 under the 1933 Act, or otherwise in a transaction in which the transferee received unlegended securities, or (B) such security becoming eligible for sale... without restriction pursuant to Section 4(1) of the 1933 Act; provided, however, that, any restrictive legend on any certificate representing such security shall have been removed or there shall have been delivered to the transfer agent for such security irrevocable documentation (including any necessary legal opinion of counsel to the Company reasonably satisfactory in form and substance to the applicable Holder) to the effect that, upon submission by the applicable Holder of the certificate representing such security, any such restrictive legend shall be removed. View More

Registrable Securities. (i) the shares of the Company's common stock that are issuable pursuant to the Securities Purchase Agreement; (ii) the True-up Shares; (iii) the Advisory Shares, (iv) the Warrant Exercise Shares, and (v) any common stock of the Company issued or issuable in respect of the foregoing shares of the Company's common stock upon any stock split, stock dividend, recapitalization, or similar event; provided, however, that securities shall only be treated as Registrable Securities if and so long as they... have not been registered or sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction View More

Registrable Securities. The Note Shares and any other securities issued or issuable with respect to in exchange for Registrable Securities, but excluding (i) any such securities sold under an effective registration statement or (ii) any such securities sold pursuant to Rule 144 under the Securities Act

Registrable Securities. Means, as of any date of determination, (a) all 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 shares of Gem issued at the closing of the Merger to the Purchasers in respect of all other shares of capital stock of the Company held by Purchaser as of immediately prior to 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) 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, (ii) such Registrable Securities have been previously sold in accordance with Rule 144, (iii) such securities become eligible for resale without volume or manner-of-sale restrictions 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 determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed, delivered and acceptable to the Company's transfer agent and the affected Holders, and (iv) five years after the date of this Agreement View More

Registrable Securities. (i) the Shares; (ii) the Warrant Shares and (ii) any shares of the Company (or any successor or assign of the Company, whether by merger, reorganization, consolidation, sale of assets or otherwise) which may be issued or issuable with respect to, the Shares or Warrant Shares, as a result of any share split, share dividend, recapitalization, exchange or similar event or otherwise