Registrable Securities. (a) the Preferred Stock, (b) the Common Stock, including any shares of Common Stock issued or issuable upon conversion of the Preferred Stock, and (c) shares of Common Stock or Preferred Stock, or other securities convertible into Common Stock or Preferred Stock, received as a stock dividend or other distribution in respect to any of the foregoing. For the purpose of any calculations required under Section 2 hereof, the number of Registrable Securities held by a holder shall equal the number of... shares of Common Stock attributable to such holder, with the number of shares of Common Stock attributable to a holder being equal to (i) the number of shares of Common Stock held by such holder at the applicable time of determination plus (ii) the number of shares of Common Stock into which any Preferred Stock held by such holder at the applicable time of determination is convertible. Notwithstanding the foregoing, a Registrable Security shall cease to be a Registrable Security when (i) a registration statement covering such Registrable Security has been declared effective by the SEC and it has been disposed of pursuant to such effective registration statement; or (ii) such Registrable Security could be sold pursuant to Rule 144 (or any successor or comparable provision) without any volume restrictionView More
Registrable Securities. (a) the Preferred Stock, (b) the Common Stock, including any shares of Common Stock issued or issuable upon conversion of the Preferred Stock, (b) any shares of Common Stock purchased by any Investor and (c) shares of Common Stock received as, or Preferred Stock, issued or issuable upon conversion of other securities convertible into Common Stock or Preferred Stock, received as as, a stock dividend or other distribution in respect to any of the foregoing. For the purpose of any calculations... required under Section 2 hereof, 2, the number of Registrable Securities held by a holder shall equal the number of shares of Common Stock attributable to such holder, with the number of shares of Common Stock attributable to a holder being equal to (i) the number of shares of Common Stock held by such holder at the applicable time of determination plus (ii) the number of shares of Common Stock into which any Preferred Stock held by such holder at is convertible (including any shares of Preferred Stock which the applicable time Investor may acquire upon exercise of determination is convertible. any outstanding warrant). Notwithstanding the foregoing, a Registrable Security shall cease to be a Registrable Security when (i) a registration statement covering such Registrable Security has been declared effective by the SEC and it such Registrable Security has been disposed of pursuant to such effective registration statement; statement or (ii) (x) such Registrable Security could be has been sold through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force), (y) become eligible for resale pursuant to Rule 144 (or 144(b)(1) under the Securities Act, and (z) any successor certificate evidencing such Registrable Shares to be transferred need not bear a restrictive legend. In no event shall shares of Series A-2 Preferred Stock owned by an Investor, shares issuable upon conversion thereof or comparable provision) without any volume restriction shares received as, or issued or issuable upon a conversion of other securities received as, a stock dividend or other distribution in respect of such Series A-2 Preferred Stock be considered "Registrable Securities." View More
Registrable Securities. Means (i) any Series A Shares, (ii) any Common Shares issued upon the conversion of the Series A Shares, including any Series A Shares issuable upon conversion of the Series A-1 Shares and (iii) any other Common Shares hereafter acquired by the Investors (and any other securities issued or issuable to the Investors with respect to the securities referred to in clauses (i), (ii) and (iii) by way of any share split, share dividend or other distribution, recapitalization, share exchange, share... reconstruction, amalgamation, contractual control arrangement or similar event). 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 or disposed of pursuant to such Registration Statement; (b) upon an Investor's request in writing, (i) such securities shall have been otherwise transferred pursuant to such written request, (ii) new certificates for them or registered in such alternative form, in each case not bearing a legend restricting further transfer, shall have been delivered by the Company in accordance with such written request and (iii) subsequent public distribution of them shall not require registration under the Securities Act and is permitted under Rule 144A without any volume, manner-of-sale or other conditions; or (c) such securities shall have ceased to be outstanding. The parties hereto acknowledge that the inclusion of "any Series A Shares" in the definition of "Registrable Securities" is intended solely to facilitate any registration of Common Shares and that, in the event the Investors have no rights under this Agreement to effect any public offering of Preferred Shares.View More
Registrable Securities. Means (i) any Series A B Shares, (ii) any Common Shares issued upon the conversion of the Series A Shares, including any Series A Shares issuable upon conversion of the Series A-1 B Shares and (iii) any other Common Shares hereafter acquired by the Investors (and any other securities issued or issuable to the Investors with respect to the securities referred to in clauses (i), (ii) and (iii) by way of any share split, share dividend or other distribution, recapitalization, share exchange, share... reconstruction, amalgamation, contractual control arrangement or similar event). 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 or disposed of pursuant to such Registration Statement; (b) upon an Investor's request in writing, (i) such securities shall have been otherwise transferred pursuant to such written request, (ii) new certificates for them or registered in such alternative form, in each case not bearing a legend restricting further transfer, shall have been delivered by the Company in accordance with such written request and (iii) subsequent public distribution of them shall not require registration under the Securities Act and is permitted under Rule 144A without any volume, manner-of-sale or other conditions; or (c) such securities shall have ceased to be outstanding. The parties hereto acknowledge that the inclusion of "any Series A B Shares" in the definition of "Registrable Securities" is intended solely to facilitate any registration of Common Shares and that, in the event the Investors have no rights under this Agreement to effect any public offering of Preferred Series B Shares. View More
Registrable Securities. The greater of (a) (i) the Common Stock to be acquired by the Investor pursuant to the conversion of or other issuances of Common Stock pursuant to the Notes (calculated using the applicable “Floor Price” then in effect as defined under the Notes) and exercise of the Warrants and any other shares of Common Stock subsequently acquired by the Investor under any Transaction Documents, and (ii) any securities of the Company issued with respect to such Common Stock by way of any stock dividend or... stock split or in connection with any merger, combination, recapitalization, share exchange, consolidation, reorganization or other similar transaction, or (b) the highest Required Minimum determined between the applicable Closing Date and filing of the subject Registration StatementView More
Registrable Securities. The greater of (a) (i) the Common Stock to be acquired by the each Investor pursuant to the conversion of or other issuances of Common Stock pursuant to the Notes (calculated using the applicable “Floor Price” "Floor Price" then in effect as defined under the Notes) and exercise of the Warrants and any other shares of Common Stock subsequently acquired by the any Investor under any Transaction Documents, and (ii) any securities of the Company issued with respect to such Common Stock by way of... any stock dividend or stock split or in connection with any merger, combination, recapitalization, share exchange, consolidation, reorganization or other similar transaction, or (b) the highest Required Minimum determined between the applicable Closing Date and filing of the subject Registration Statement Statement. View More
Registrable Securities. Means all of the Commitment Shares, Conversion Shares and Warrant Shares, and any and all shares of capital stock issued or issuable as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on issuances under any of the Transaction Documents.
Registrable Securities. Means all of the Commitment Shares, Conversion Shares and Warrant Shares, and any and all shares of capital stock issued or issuable as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on issuances under any of the Transaction Documents.
Registrable Securities. Means, as of any date of determination, (a) all Shares of the shares of Common Stock then issued and issuable upon conversion in full of the Debentures (assuming on such date the Debentures are converted in full without regard to any conversion limitations therein), (b) any additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Debentures (without giving effect to any limitations on conversion set forth in the Debentures) and (c) any... securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoingView More
Registrable Securities. Means, as of any date of determination, (a) all Shares of the shares of Common Stock then issued and issuable upon conversion in full of the Debentures (assuming on such date the Debentures are converted in full without regard to any conversion limitations therein), (b) all Warrant Shares then issued and issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), (c) any additional shares of Common Stock... issued and issuable in connection with any anti-dilution provisions in the Debentures (without or the Warrants (in each case, without giving effect to any limitations on conversion set forth in the Debentures) Debentures or limitations on exercise set forth in the Warrants) and (c) (e) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing View More
Registrable Securities. Shall mean the Notes and the corresponding Guarantees; provided, however, that the Notes and the corresponding Guarantees shall cease to be Registrable Securities when (i) a Registration Statement with respect to such Notes and the corresponding Guarantees shall have been declared or otherwise become effective under the Securities Act and such Notes and the corresponding Guarantees shall have been disposed of pursuant to such Registration Statement, (ii) such Notes and the corresponding... Guarantees shall have ceased to be outstanding or (iii) the Exchange Offer is consummated. Each of the series of Notes and the corresponding Guarantees may be referred to herein as a “Series of Registrable Securities”View More
Registrable Securities. Shall mean the Notes and the corresponding Guarantees; Guarantee; provided, however, that the Notes and the corresponding Guarantees Guarantee shall cease to be Registrable Securities when (i) a Registration Statement with respect to such Notes and the corresponding Guarantees Guarantee shall have been declared or otherwise become effective under the Securities Act and such Notes and the corresponding Guarantees Guarantee shall have been disposed of pursuant to such Registration Statement, (ii)... such Notes and the corresponding Guarantees Guarantee shall have ceased to be outstanding or (iii) the Exchange Offer is consummated. Each of the series of Notes and the corresponding Guarantees Guarantee may be referred to herein as a “Series "Series of Registrable Securities” Securities." View More
Registrable Securities. (i) any shares of Class A Common Stock (including any shares of Class A Common Stock issuable upon the conversion of Class B Common Stock or issuable upon exercise of any stock options or warrants or in respect of any other equity awards) held by any of the Investors (ii) any Private Placement Warrants (and any shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants) held by any of the Investors, (iii) any shares of Class A Common Stock issued or issuable upon... the exercise, conversion or exchange of, or pursuant to anti-dilution provisions applicable to, securities hereafter issued in exchange or substitution for, or otherwise with respect to, securities referred to in clauses (i) through (ii) by way of reclassification, exchange or otherwise, and (iv) any Class A Common Stock issued or issuable with respect to the securities referred to in the preceding clauses (i) through (iii) 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 (x) they have been sold or distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144, (y) when such securities have been repurchased by Pubco or any of its subsidiaries or (z) when such securities have ceased to be outstanding). 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 holds such Registrable Securities of record or in “street name” or has the right to acquire directly or indirectly such Registrable Securities (upon conversion, exercise or vesting or in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right and, in the case of Registrable Securities issuable upon exercise of options or warrants, assuming the exercise thereof for cash), 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; provided a holder of Registrable Securities may only request that Registrable Securities in the form of Class A Common Stock or Private Placement Warrants be registered pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, the holders of Private Placements Warrants, in their capacity as such, shall have no rights under Sections 2 or 3 in respect of such Private Placement Warrants; provided, for the avoidance of doubt, that the foregoing shall not limit or otherwise affect the rights of such holders in respect of the shares of Class A Common Stock for which such Private Placement Warrants are exercisable.View More
Registrable Securities. (i) any Founder Shares held by the Investors, (ii) any shares of Class A Common Stock (including any shares of Class A Common Stock issuable upon the conversion of Class B Common Stock issued to an Investor, or issuable upon exercise of any stock options or warrants or issued to an Investor, in respect of any other equity awards) held by any of the Investors (ii) Pubco's initial public offering, (iii) any Private Placement Warrants (and (or underlying securities) held by the Investors, (iv) any... PIPE Shares held or later acquired by any Investor, (v) any shares of Class A Common Stock issuable upon exercise issued to an Investor pursuant to the terms of the Private Placement Warrants) Merger Agreement, (vi) any other shares of Common Stock or warrants to purchase shares of Common Stock held or later acquired by any of the Investors, (iii) an Investor, including any shares of Class Common Stock issued or issuable upon conversion of any Series A Common Equivalent Preferred Stock, (vii) any shares of Common Stock issued or issuable upon the exercise, conversion or exchange of, or pursuant to anti-dilution provisions applicable to, securities hereafter issued in exchange or substitution for, or otherwise with respect to, securities referred to in clauses (i) through (ii) (v) by way of reclassification, exchange or otherwise, and (iv) (viii) any Class A Common Stock issued or issuable with respect to the securities referred to in the preceding clauses (i) through (iii) (vii) 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 (x) they have been sold or distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144, (y) when such securities have been 144 following the consummation of the Mergers or repurchased by Pubco or any of its subsidiaries or (z) when such securities have ceased to be outstanding). subsidiaries. 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 holds such Registrable Securities of record or in “street name” "street name" or has the right to acquire directly or indirectly such Registrable Securities (upon conversion, conversion or exercise or vesting or in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right and, in the case of Registrable Securities issuable upon exercise of options or warrants, assuming the exercise thereof for cash), 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; provided a holder of Registrable Securities may only request that Registrable Securities in the form of Class A Common Stock or Private Placement Warrants be registered pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, the holders of Private Placements Warrants, in their capacity as such, shall have no rights under Sections 2 or 3 in respect of such Private Placement Warrants; provided, for the avoidance of doubt, that the foregoing shall not limit or otherwise affect the rights of such holders in respect of the shares of Class A Common Stock for which such Private Placement Warrants are exercisable. Agreement View More
Registrable Securities. Means all of (i) the Shares and (ii) any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing. Upon the sale, pursuant to a Registration Statement declared effective by the SEC or an exemption from registration under the Securities Act (such that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale), of any of the securities... described in clauses (i) and (ii) of the preceding sentence, such securities shall no longer be Registrable SecuritiesView More
Registrable Securities. Means all of (i) the Shares Shares, (ii) any shares of Common Stock (and any shares of Common Stock issued in respect of any Common Stock Equivalents) owned by any Holder prior to the date hereof except shares of Common Stock issued in a Public Offering and (ii) (iii) any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing. Upon the sale, pursuant to a Registration Statement... declared effective by the SEC Commission or an exemption from registration under the Securities Act (such that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale), of any of the securities described in clauses (i) and (ii) of the preceding sentence, such securities shall no longer be Registrable Securities View More
Registrable Securities. All of (i) the Shares which have been, or which may from time to time be, issued or issuable to the Investor pursuant to the Purchase Agreement; (ii) the Shares which have been, or which may from time to time be, issued or issuable pursuant to the Warrant; or (iii) any securities issued or issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided that the Shares, as applicable, shall cease to be Registrable... Securities upon the earlier to occur of the following: (A) sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold shall cease to be a Registrable Security); or (B) becoming eligible for sale without restriction under Rule 144View More
Registrable Securities. All Mean all of (i) the Purchased Shares and the Shares which have been, or which may from time to time be, issued or issuable to the Investor pursuant to the Purchase Agreement; or (ii) the Shares which have been, or which may from time to time be, issued or issuable pursuant to the Warrant; or (iii) any securities issued or issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided that the Purchased Shares and the... Shares, as applicable, shall cease to be Registrable Securities upon the earlier earliest to occur of the following: (A) sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold shall cease to be a Registrable Security); or (B) becoming eligible for sale without restriction under Rule 144. View More
Registrable Securities. The shares of Common Stock issued by the Corporation prior to the consummation of the Initial Public Offering, including (i) any Common Stock issued or issuable upon the conversion of the Class A Common Stock and (ii) and any securities issued or issuable with respect to such shares of Common Stock by way of a split, dividend, or other division of securities, or in connection with a combination of securities, conversion, exchange, replacement, recapitalization, merger, consolidation, or other... reorganization or otherwise, in each case held by the Holders; provided, that such Registrable Securities shall cease to be Registrable Securities (a) upon any sale pursuant to a Registration Statement or Rule 144 under the Securities Act (or any similar provision then in force), (b) upon repurchase by the Corporation, (c) upon any Transfer in any manner to a Person that is not a Permitted Assignee, or (d) when they otherwise cease to be outstandingView More
