Registrable Securities

Registrable Securities. Any (i) Exchange Shares, including any Earnout Shares upon becoming vested and earned by the applicable Target Holder in accordance with the Business Combination Agreement, (ii) Sponsor Founder Shares, (iii) Warrants (including the Ordinary Shares issued or issuable upon exercise of such Warrants), and (iv) Ordinary Shares acquired by a Holder following the date hereof or Ordinary Shares issued or issuable upon the exercise of any other Equity Security of the Company acquired by a Holder... following the date hereof, in either case, to the extent that such securities are "restricted securities" (as defined in Rule 144) or are otherwise held by an "affiliate" (as defined in Rule 144) of the Company. Registrable Securities include any Equity Securities of the Company (or successor publicly traded entity) issued as a dividend or other distribution with respect to or in exchange for or in replacement of the Registrable Securities described above. 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. Notwithstanding anything to the contrary contained herein, a Person shall be deemed to be a "Holder holding Registrable Securities" or "holder of Registrable Securities" (or words to that effect) under this Agreement only if they are a Holder or a transferee of the applicable Registrable Securities (so long as they remain Registrable Securities) of any Holder permitted under this Agreement and any applicable Lock-Up Agreement View More

Registrable Securities. Means all or any portion of the Securities issued on the date hereof (or pursuant to the exercise of the Purchasers' over-allotment option) under the Indenture in registered form, and the shares of Common Stock issued upon conversion, repurchase or redemption of such Securities; provided, however, that a security ceases to be a Registrable Security when it is no longer a Restricted Security.

Registrable Securities. Means all of (i) the Shares, (ii) the Note Shares, and (iii) any capital stock of the Company issued or issuable with respect to such Shares or Note Shares, 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 are converted or exchanged and shares of capital stock of a successor entity into which the shares of Common Stock... are converted or exchanged, in each case until such time as such securities cease to be Registrable Securities; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (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 by the Investor; (B)(i) such securities shall have been otherwise transferred, (ii) new certificates for such securities not bearing (or book-entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and (iii) subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no limitation as to volume or manner of sale); (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction; and (F) the date that is the later of (A) the first (1st) anniversary of the date of termination of the Purchase Agreement in accordance with Article VIII of the Purchase Agreement and (B) the first (1st) anniversary of the date of the last sale of any Registrable Securities to the Investor pursuant to the Purchase Agreement View More

Registrable Securities. Means (a) the SPAC Private Placement Warrants and (b) the New SPAC Common Stock issued to the Investors, including New SPAC Common Stock (i) issued or issuable to any Investor in exchange for shares of the SPAC or the Company pursuant to the BCA, (ii) issued or issuable pursuant to the exercise of the SPAC Private Placement Warrants, and (iii) issued or issuable upon conversion of SPAC Class B Common Stock, and all New SPAC Common Stock issued or issuable to any holder with respect to such... securities by way of any share split, share dividend or other distribution, recapitalization, share exchange, share reconstruction, amalgamation, contractual control arrangement or similar event. Notwithstanding anything to the contrary contained herein, Registrable Securities exclude securities received by Investors pursuant to the terms of those certain PIPE Subscription Agreements for a PIPE Financing entered into in connection with the BCA. 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 (or evidence of book entry position) for them not bearing a legend restricting further transfer shall have been delivered by Pubco 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) such securities are freely saleable under Rule 144 without volume limitations or the requirement for Pubco to be current in its Exchange Act reporting. Notwithstanding anything to the contrary contained herein, a Person shall be deemed to be an "Investor holding Registrable Securities" (or words to that effect) under this Agreement only if they are an Investor or a transferee of the applicable Registrable Securities (so long as they remain Registrable Securities) of any Investor permitted under this Agreement and any applicable Lock-Up Agreement or, with respect to the Original Holders, the Letter Agreement. View More

Registrable Securities. Means (i) all shares of Class A Common Stock or Class B Common Stock held by an Investor prior to the Closing Date, or issuable upon the exercise of a warrant issued by the Company and held by an Investor prior to the Closing Date, (ii) New Securities and (iii) all shares of Class A Common Stock issued to any Investor with respect to such securities referenced in clauses (i) and (ii) 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, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; or (c) such securities shall have ceased to be outstanding View More

Registrable Securities. (i) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (ii) the Private Shares, (iii) the Private Warrants, (iv) the Private Rights, (v) the Ordinary Shares, as applicable, underlying the Private Warrants and Private Rights, (vi) any securities issuable upon conversion of loans from the IPO Investors (or their designees or affiliates) to the Parent for either (A) the purpose of extending the duration of the Parent in accordance with the... terms of the Parent's Amended and Restated Certificate of Incorporation (the "Extension Loan Securities") or (B) the Parent's use as working capital whether made before or subsequent to the date of the Original Registration Rights Agreement, if any (the "Working Capital Loan Securities"), (vii) shares of Common Stock underlying any Extension Loan Securities or Working Capital Loan Securities, and (viii) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise or conversion of any other equity security) of the Purchaser held by a Holder immediately following the Closing (including, for avoidance of doubt, all Ordinary Shares to be issued to the New Holders pursuant to the Merger Agreement). Registrable Securities include any warrants, shares of capital stock or other securities of the Parent issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Founder Shares, Private Shares, Private Warrants, Private Rights, Extension Loan Securities, Working Capital Loan Securities, and underlying 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 Parent, 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 under the Securities Act without volume limitations View More

Registrable Securities. Means the product of (A) one hundred ten percent (110%) and (B) the shares of Common Stock issuable upon conversion of the Preferred Stock and any dividends payable thereon plus the shares of Common Stock issuable upon exercise of the Warrants.

Registrable Securities. Means (i) the shares of Common Stock issuable upon conversion of the Preferred Stock and any dividends payable thereon and (ii) the shares of Common Stock issuable upon exercise of the Warrants

Registrable Securities. Means (i) the shares of Common Stock issuable upon conversion of the Preferred Stock and any dividends accrued thereon; (ii) the shares of Common Stock issuable upon exercise of the Warrants; and (iii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing

Registrable Securities. All shares of Common Stock and all Warrants (i) issued or issuable to Holders in connection with the Business Combination (including shares of Common Stock that may be issued after the closing of the Business Combination pursuant to the Business Combination Agreement and underlying the Warrants) and (ii) held by the Sponsor Group immediately after the closing of the Business Combination (including shares of Common Stock acquired by the Sponsor Group in connection with the Business Combination... and underlying the Warrants). 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 shares of Common Stock or Warrants (including shares of Common Stock underlying the Warrants). 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 under the Securities Act without volume limitations View More