Registrable Securities

Registrable Securities. Means (a) any shares of Common Stock (the "Conversion Shares") issued or issuable upon conversion or exchange of, or otherwise pursuant to or in respect of, the Convertible Notes (without giving effect to any limitations on conversion set forth in the Convertible Notes), (b) the shares of Common Stock issued or issuable pursuant to the Exchange Agreement, (c) any shares of Common Stock (the "Warrant Shares") issued or issuable upon exercise or exchange of, or otherwise pursuant to or in respect... of, the Warrants (including, for the avoidance of doubt, any Warrants that would be issuable upon the payment, prepayment repayment or redemption of the principal amount of the Convertible Notes), without giving effect to any limitations on exercise set forth in the Warrants, and assuming the exercise thereof for cash, (d) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Convertible Notes or the Warrants (c) any other shares of Common Stock issuable pursuant to the terms of the Convertible Notes, the Warrants, the Facility Agreement, the Exchange Agreement or this Agreement, and (d) any securities issued or issuable upon any stock split, dividend, distribution, recapitalization, reorganization, reclassification or similar event with respect to any of the foregoing. View More

Registrable Securities. For a given Registration, means (a) any Common 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) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing, (c) any additional Common Shares issuable in connection with any anti-dilution provisions in the Warrants, (d) any other Common Shares issuable... pursuant to the terms of the Warrants, and (e) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing; provided, however, that any 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) when (x) a Registration Statement with respect to the sale of such Registrable Securities has become effective under the Securities Act and such Registrable Securities have been disposed of in accordance with such Registration Statement, (y) such Registrable Securities are sold in accordance with Rule 144 promulgated under the Securities Act or any successor rule ("Rule 144"), or (z) all of such Registrable Securities may be immediately sold to the public by the Investor holding such Registrable Securities without registration or restriction (including, without limitation, as to volume by each holder thereof), and without compliance with any "current public information" requirement, pursuant to Rule 144 under the Securities Act. View More

Registrable Securities. Means the Initial Registrable Securities and the Additional Registrable Securities.

Registrable Securities. (i) the Initial Shares, (ii) the Private Units (and underlying shares of Common Stock, including the shares of Common Stock issued or issuable upon the exercise of any Warrants or conversion of any Rights), (iii) the Over-Allotment Units (and underlying shares of Common Stock, including the shares of Common Stock issued or issuable upon the exercise of any Warrants or conversion of any Rights), if any, (iv) the Units included in the Unit Purchase Option (and underlying shares of Common Stock,... including the shares of Common Stock issued or issuable upon the exercise of any Warrants or conversion of any Rights), if any, and (v) any securities issuable upon conversion of loans from Investors to the Company, if any (the "Loan Securities"). 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 such Initial Shares, Private Units (and underlying shares of Common Stock including the shares of Common Stock issued or issuable upon the exercise of any Warrants or conversion of any Rights), Over-Allotment Units (and underlying shares of Common Stock including the shares of Common Stock issued or issuable upon the exercise of any Warrants or conversion of any Rights), Units included in the Unit Purchase Option, (and underlying shares of Common Stock, including the shares of Common Stock issued or issuable upon the exercise of any Warrants or conversion of any Rights) and Loan Securities. 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) the Registrable Securities are freely saleable under Rule 144 without volume limitations View More

Registrable Securities. Means (a) the Ordinary Shares issued or issuable upon the conversion of any shares of SPAC Class B Ordinary Shares, (b) the PubCo Warrants (including any Ordinary Shares issued or issuable upon the exercise of any such PubCo Warrants), (c) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other equity security) of PubCo held by an Investor as of the Initial Merger Effective Time (including the Ordinary Shares... issued pursuant to the transactions contemplated by the Business Combination Agreement), (d) any other equity security of PubCo or any of its subsidiaries, or any successor, issued or issuable with respect to any such Ordinary Shares by way of a share dividend or share split or other distribution or in connection with a combination of shares, contractual control arrangement, recapitalization, merger, consolidation, spin-off or reorganization; provided, however, that, as to any particular Registrable Security, 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, and new certificates for such securities not bearing a legend (other than legend imposed as a result of the restrictions contemplated by the Memorandum and Articles of PubCo or the Lock-Up Agreement (the Lock-Up Agreement) by and among PubCo, Sponsor, SPAC and the persons set forth in the schedules thereto) restricting further transfer shall have been delivered by PubCo to the transferee; (C) such securities shall have ceased to be outstanding; (D) such securities have been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission); or (E) such securities shall have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. View More

Registrable Securities. (a) the greater of an amount up to Five Million Dollars ($5,000,000) in Drawdown Notice Shares or an aggregate of up to Forty Million (40,000,000) Drawdown Notice Shares, and (b) any shares of common stock issued to the Investor as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise with respect thereto.

Registrable Securities. Means the following held by a Holder: (a) the Offering Shares, (b) the Warrant Shares, (c) the Merger Shares, (d) the Registrable Pre-Merger Shares, (e) the Placement Agent Shares and (f) other shares of Restricted Common Stock held by the Holders, hereinafter acquired or issuable in respect of the foregoing shares of Common Stock by way of conversion, dividend, stock-split, distribution or exchange, merger, consolidation, recapitalization or reclassification or similar transaction. Such... securities shall cease to be Registrable Securities hereunder with respect to any Holder on the earlier of (x) the date on which they have been transferred other than to a Permitted Assignee and (y) the date on which Rule 144 becomes available for a Holder, permitting such Holder to sell within a 90-day period all the Registrable Securities held by such Holder without volume or manner of sale restrictions. View More

Registrable Securities. Means (i) the September Warrant Shares, (ii) any shares of Common Stock issued or issuable upon exercise of any other warrants to purchase Common Stock or pursuant to the terms of convertible notes, in each case, issued by the Company to the Holder prior to the date hereof (the "Existing Securities") and which are not, or or prior to the date the Company is filing the Registration Statmeent, subject to an effective resale registration statement naming the Buyer (or its transferee, as... applicable) as a selling stockholder thereunder and (ii) any capital stock of the Company issued or issuable with respect to the September Warrant Shares, the September Warrants or the Existing Secuirties, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock (as defined in the Warrant Exercise Agreement) are exchanged and shares of capital stock of a Successor Entity (as defined in the September Warrants or the Existing Secuirties, as applicable) into which the shares of Common Stock are exchanged, in each case, without regard to any limitations on exercise or conversion of the September Warrants or the Existing Securities. View More

Registrable Securities. Means all shares of Common Stock acquired pursuant to the Asset Purchase Agreement, and any securities into which the Common Stock may be converted or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of the Company and any equity securities of the Company then outstanding that were issued or issuable as a dividend, stock split or other distribution with respect to or in replacement of such shares of... Common Stock. As to any Registrable Securities, such securities will cease to be Registrable Securities when: (i) a registration statement covering such Registrable Securities has been declared effective and such Registrable Securities have been disposed of pursuant to such effective registration statement; (ii) such Registrable Securities shall have been sold pursuant to Rule 144 (or any similar provision then in effect) under the Securities Act; (iii) such Registrable Securities may be sold pursuant to Rule 144 (or any similar provision then in effect) without limitation thereunder on volume or manner of sale; (iv) such Registrable Securities cease to be outstanding, or (v) such Registrable Securities have been sold in a private transaction in which the transferor's rights under this Agreement are not assigned to the transferee of the securities. View More

Registrable Securities. The term "Registrable Securities" means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock, (ii) the 25,200,000 shares of Common Stock issued to the Common Holders; provided, however, that such shares of Common Stock shall not be deemed Registrable Securities for the purposes of Sections 2.1, 2.3, 2.11, 3.1, 3.2, 3.4 and 4.8 and (iii) any Common Stock of the Company 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 shares referenced in (i) and (ii) above, excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which his rights under Section 2 of this Agreement are not assigned. In addition, the number of shares of Registrable Securities outstanding shall equal the aggregate of the number of shares of Common Stock outstanding that are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities that are, Registrable Securities. View More