Registrable Securities

Registrable Securities. Shall mean the following to the extent the same have not been sold to the public (i) any and all shares of restricted common stock of the Company issued or issuable pursuant to the Private Placement. Notwithstanding the foregoing, Registrable Securities shall not include otherwise Registrable Securities (i) sold by a person in a transaction in which his rights under this Agreement are not properly assigned; or (ii) (A) 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 or (B) the registration rights associated with such securities have been terminated pursuant to Section 12 of this Agreement. View More

Registrable Securities. Means (i) the Notes, (ii) the Conversion Shares issued or issuable upon conversion of all of the Notes, (iii) any shares of capital stock issued or issuable with respect to the Notes or the Conversion Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of the Notes, and (iv) any shares of capital stock of any entity issued in respect of the capital stock referenced in the immediately... preceding clauses (i), (ii) and (iii) as a result of a merger, consolidation, sale of assets, sale or exchange of capital stock or other similar transaction; provided, that the Notes and the Conversion Shares will cease to be Registrable Securities at such time as they have been sold under a Registration Statement or pursuant to Rule 144 under the 1933 Act or such time as they are eligible to be sold pursuant to Rule 144(k). View More

Registrable Securities. Any shares of Common Stock held at any time by any Holder and any shares of Common Stock which may be issued or distributed in respect thereof by way of stock dividend or stock split or other distribution, recapitalization or reclassification. Any particular Registrable Securities that are issued shall cease to be Registrable Securities when (i) a registration statement with respect to the sale by the Holder of such securities shall have become effective under the Securities Act and such... securities shall have been disposed of in accordance with such registration statement, (ii) such securities shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (iii) all of the Registrable Securities then owned by such Holder could be sold pursuant to Rule 144(k) or (iv) such securities shall have ceased to be outstanding. View More

Registrable Securities. Shall mean the Holder Registrable Securities and the Investor Registrable Securities, collectively.

Registrable Securities. Means all of (i) the Shares; (ii) the Underlying Shares; and (iii) 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; provided, however, a security shall no longer be a Registrable Security once it has been sold, or may be sold, without volume restrictions pursuant to Rule 144(k) or sold pursuant to a Registration Statement

Registrable Securities. Means for any Stockholder (a) any shares of Common Stock held by such Stockholder, (b) any shares of Common Stock issued or issuable upon the exercise, conversion or exchange of all Common Stock Equivalents held by such Stockholder, and (c) any securities issued in respect of the securities described in clauses (a) and (b) above by way of a stock or other equity split or combination, or stock or other equity dividend, or in connection with a merger, consolidation, conversion, business... combination, recapitalization, reclassification or reorganization; provided, that except as otherwise provided herein, with respect to any Common Stock that are subject to vesting requirements, such Common Stock shall be Registrable Securities only to the extent that such Common Stock are fully vested. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been (i) Transferred in a Public Sale or (ii) otherwise Transferred to any Person other than a Permitted Transferee. Notwithstanding the foregoing, the Company shall not be required to register any securities other than shares of its Common Stock. View More

Registrable Securities. Any Equity Securities now or hereafter held by a Holder. Registrable Securities shall include any shares of capital stock, limited liability company units, warrants or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of Registrable Securities. As to any particular Registrable Securities, such Equity Securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such... Equity Securities shall have become effective under the Securities Act and such Equity Securities shall have been sold, transferred or disposed of in accordance with such registration statement, (b) such Equity Securities have been sold in sales that comply with Rule 144, (c) the Holder who holds such Equity Securities has the right (as reasonably determined by such Holder) to immediately sell, in a single transaction, all of such Holder's Equity Securities in a sale that complies with Rule 144, without compliance with the volume limitations, manner of sale, or notice requirements of Rule 144, (d) the Holder who holds such Equity Securities has, in its sole discretion, provided notice to the Company that such Equity Securities shall not be deemed Registrable Securities or (e) the Equity Securities shall have ceased to be outstanding View More

Registrable Securities. Any Common Stock of the Company held by the Stockholders immediately before completion of a Qualified Public Offering; provided, however, that with respect to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been distributed to the public pursuant to an offering registered under the 1933 Act or sold to the public through a broker, dealer, or market maker in compliance with Rule 144 under the 1933 Act (or any similar rule then in... force) or repurchased by the Company or any Subsidiary View More

Registrable Securities. Means the Shares, but excluding (i) any Shares that have been publicly sold or are eligible be sold under the Securities Act pursuant to Rule 144 of the Securities Act without the requirement for the Company to be in compliance with the current public information required thereunder and without volume or manner-of-sale restrictions; (ii) any Shares sold by a person in a transaction pursuant to a registration statement filed under the Securities Act, or (iii) any Shares that are at the time... subject to an effective registration statement under the Securities Act. View More

Registrable Securities. Shall mean (i) any shares of Common Stock held by the Investors or the Principal Shareholders or issuable upon conversion of any securities owned by the Investors or the Principal Shareholders at any time, and (ii) any other securities issued or issuable with respect to any such shares described in clause (i) above 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); provided, however, that if an Investor or Principal Shareholder owns securities that are convertible into Common Stock, the Investor or Principal Shareholder, as applicable, may exercise its registration rights hereunder by converting into the shares to be sold under the relevant registration statement into Common Stock as of the closing of the relevant offering and shall not be required to cause such convertible securities to be converted to Common Stock until and unless such closing occurs, it being understood that the Company shall at the request of the relevant Investor or Principal Shareholder effect the reconversion of Common Stock into such convertible security notwithstanding the foregoing, if such a conversion occurs and the relevant offering does not close; and provided, further, that any Common Stock that is sold in a registered sale pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144 thereunder shall not be deemed Registrable Securities. Notwithstanding the foregoing, "Registrable Securities" shall not include any stock options or shares of restricted stock that are held by the Principal Shareholders or any shares of Common Stock and/or Series A Preferred Stock that are issued or issuable upon exercise of a stock option or granted pursuant to an employee benefit or incentive plan of the Company. View More