Registrable Securities

Example Definitions of "Registrable Securities"
Registrable Securities. Shares of Common Stock into which the Notes are convertible or have been converted; provided, however, that any such shares of Common Stock shall cease to be Registrable Securities at the earliest of when (i) a Shelf Registration Statement with respect to such shares of Common Stock shall have been declared effective or otherwise become effective under the 1933 Act and such shares of Common Stock shall have been disposed of pursuant to such Shelf Registration Statement, (ii) such shares of... Common Stock have been sold to the public pursuant to Rule 144 or may be sold or transferred pursuant to Rule l44(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act by holders who are not "affiliates" of the Company, or (iii) such shares of Common Stock shall have ceased to be outstanding View More
Registrable Securities. For a given Registration, means (a) the shares of Common Stock (the "Conversion Shares") issued or issuable upon full conversion of the Preferred Stock or otherwise pursuant to the Certificate of Designation, for which such Registration is being effected (including, without limitation, any shares issued or issuable as Dividend Payment Shares (as defined above) or as "Payment Shares" or otherwise pursuant to the Securities Purchase Agreement), (b) any shares of Common Stock (the "Warrant... Shares") issued or issuable upon exercise of or otherwise pursuant to the Warrant(s), and (c) 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, (d) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Certificate of Designation or the Warrants (in each case, without giving effect to any limitations on conversion set forth in the Certificate of Designation or limitations on exercise set forth in the Warrant), (e) any shares of Common Stock issuable upon exercise of warrants issued to any placement agent as compensation in connection with the financing that is the subject of the Securities Purchase Agreement ("Placement Agent Warrant Shares"), and (f) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing. View More
Registrable Securities. All of (i) the Shares, (ii) the Warrant Shares and (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 the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further, that a Holder's security shall cease to be Registrable Securities upon the 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) at such time that the Holder can sell such securities under Rule 144 (1) without limitations as to volume of sales, method of sale requirements or notice requirements and (2) without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1). View More
Registrable Securities. Shares Beneficially Owned by a Stockholder, other than any such Shares the sale of which has been registered pursuant to the Securities Act and which Shares have been sold pursuant to such registration.
Registrable Securities. (i) the Shares; (ii) the Performance Shares; and (iii) any other securities issued or issuable in respect of or in exchange for any of the Shares or Performance Shares by way of a stock dividend or other distribution on the Shares or Performance Shares, stock split or in connection with a combination of shares, recapitalization, merger, consolidation, reclassification or exchange offer
Registrable Securities. Those shares of Common Stock issued pursuant to the Merger Agreement (other than (i) any that have been transferred by a Shareholder in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 3.1, (ii) any for which registration rights have terminated pursuant to Section 2.9, and (iii) any Common Stock issued or issuable upon exercise of any of the Warrants) and all shares of Common Stock or other securities issued upon conversion or exchange or... otherwise in respect thereof, including without limitation pursuant to any stock dividend, stock split, merger, consolidation or other recapitalization transaction View More
Registrable Securities. Means (a) all shares of Common Stock issuable or issued upon conversion of the Preferred Shares and/or the exercise of the Warrant, or acquired at any time hereafter if at such time the Holder holds Registrable Securities, (b) all shares of Common Stock owned or held by, or issuable or issued upon conversion of the Preferred Shares and/or the exercise of the Warrant, to a transferee of the Holder to whom rights, duties and obligations under this Agreement are assigned in accordance with Section... 10.1, and (c) any other shares of Common Stock issued (or issuable upon or the exercise of any right or other security which is issued) pursuant to a dividend, distribution, stock split, exchange, combination of shares, recapitalization, merger, conversion, consolidation or other similar transaction, or as a replacement of the Preferred Shares, the Warrant, or Common Stock issued upon conversion of the Preferred Shares and/or the exercise of the Warrant; provided, that as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (i) 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 pursuant to such Registration Statement; (ii) 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; (iii) such securities shall have ceased to be outstanding; or (iv) with respect to any Holder, the first date upon which all such securities owned by such Holder are saleable in a single sale under Rule 144 without regard to any volume limitation or manner of sale requirements under Rule 144. View More
Registrable Securities. The Securities; provided that the Securities shall cease to be Registrable Securities on the earliest to occur of the following: (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) the date on which such Securities cease to be outstanding and (iii) if, when the Exchange Offer is consummated, on or after the Exchange Date with respect to... Holders that are eligible to participate in the Exchange Offer but fail to tender such Securities in the Exchange Offer View More
Registrable Securities. (i) the Common Stock issuable or issued upon conversion of any Series A Preferred Stock (other than the SVB Shares), Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock held by the Investors, (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in (i) above... (other than the SVB Shares), and (iii) any Common Stock of the Company issued by way of a stock split of the shares referenced in (i) or (ii) above (other than the SVB Shares), excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which its, his or her rights under this Agreement are not assigned in accordance with Section 6 or Section 13.8; provided, however, that the SVB Shares shall be deemed to be and shall constitute "Registrable Securities" for purposes of (and only for purposes of) Section 3. Notwithstanding the foregoing, such Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter, in a registered securities transaction or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale View More
Registrable Securities. Means (a) the shares of Class A Stock acquired by Distribution pursuant to the Asset Agreement, (b) the shares of Class A Stock otherwise acquired by Distribution up to a maximum of 5% of the outstanding shares of Company Common Stock (calculated on a fully diluted basis) as of the date of a Demand Notice or an Intended Offering Notice, as the case may be, and (c) any securities of the Company issued or issuable with respect to any shares of Class A Stock referred to in subdivision (a), (b) or... (c) upon conversion of such shares or by way of stock dividend or stock split or in connection with a combination or conversion of shares, recapitalization, merger, consolidation or other reorganization or otherwise, other than in each case Unrestricted Securities. View More
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