Registrable Securities

Registrable Securities. Means, as of any date of determination, (a) all of the shares of Common Stock then issued and issuable upon conversion in full of the Preferred Stock (assuming on such date the shares of Preferred Stock are converted in full without regard to any conversion limitations therein), including all shares of Preferred Stock to be issued at the Second Closing, (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), including all Warrants issued at the Second Closing, and (c) 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. (a) (i) all Securities held by the Holders as of the date hereof and (ii) all Securities issued to the Holders in respect of any shares of Senior Preferred Stock, Junior Preferred Stock and Common Stock held by the Holders as of the date hereof and (b) any Securities issuable or issued or distributed in respect of any of the Securities identified in clause (a) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reorganization, merger,... consolidation or otherwise View More

Registrable Securities. (i) any shares of Common Stock subscribed for pursuant to the Purchase Agreement; (ii) any shares of Common Stock issued or issuable upon conversion or exercise of the Securities, as the case may be; and (iii) any shares of Common Stock issued or issuable in respect of the securities referred to in clauses (i) and (ii) above, whether to satisfy interest or dividend payments or upon any stock split, dividend, recapitalization or otherwise, until, in the case of any such security, it is (A) sold... pursuant to an effective registration statement under the Securities Act; (B) eligible to be sold into the public market without regard to volume limitations under Rule 144(k) promulgated under the Securities Act (or any successor rule); (C) sold pursuant to Rule 144 under the Securities Act (or any successor rule); or (D) sold by a Person in a transaction in which registration rights are not transferred pursuant to Section 10 hereof. Whenever a number or percentage of Registrable Securities is to be determined pursuant to this Agreement, each then outstanding Security that is convertible into or exercisable for shares of Common Stock will be deemed to be equal to the number of shares of Common Stock for which such Security is then so convertible or exercisable View More

Registrable Securities. Means the Underlying Shares issuable upon exercise of warrants provided, that the Company shall have the right to reduce the number of Registrable Securities if in the reasonable opinion of counsel to the Company, the Registration Statement could not be declared effective by the SEC without such reduction as a result of SEC guidance pursuant to Rule 415 promulgated under the Securities Act. Any such reduction shall be pro rata among all Holders. In addition, Registrable Securities shall also... include any shares of Common Stock issuable pursuant to Section 2(b) of this Agreement. View More

Registrable Securities. All shares of ZFC Common Stock issuable upon exchange, repurchase or redemption of the Notes; provided, however, that a security ceases to be a Registrable Security when it is no longer a Restricted Security

Registrable Securities. (i) the outstanding Units and the Units issued or issuable upon the conversion, exercise or exchange of any convertible instrument, warrant, right or other security owned by any Holder, including any permitted transferee under the terms of the Operating Agreement or the Exchange Agreement, (ii) any other securities of the Company (or its successor) issuable or issued upon conversion of the Units or issuable or issued upon conversion of other securities of the Company (or its successor) into... which the Units shall be reclassified or changed (including by reason of a merger, consolidation, reorganization, recapitalization or statutory conversion), owned by any Holder, including any permitted transferee under the terms of the Operating Agreement, and (iii) any other securities of the Company (or its successor) 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, any of the securities referred to in subsection (i) or (ii) of this definition; provided, however, that Registrable Securities shall not include any securities which have been registered pursuant to the Securities Act or which have been sold to the public pursuant to Rule 144 of the Commission under the Securities Act. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire such Registrable Securities, whether or not such acquisition actually has been effected View More

Registrable Securities. Means (i) any outstanding IPO Entity Equity Securities received by the Investors in connection with the Exchange or Optional Exchange; (ii) any IPO Entity Equity Securities issued or issuable upon the exchange of any Exchange Securities received by the Investors in connection with the Exchange, Optional Exchange, or upon exchange of Exchange Securities pursuant to and in accordance with any agreement and related documentation (including the operating agreements of the Carlyle Parent Entities,... if applicable) entered into among the Investors and the Carlyle Parent Entities in connection with the Reorganization or Qualifying Reorganization, as the case may be, which provides for the exchange of Substitute Parent Interests constituting Exchange Securities for IPO Entity Equity Securities; (iii) any other securities of the Company (or its successor) issuable or issued to the Investors and into which the Exchange Securities shall be reclassified or changed upon a merger, consolidation conversion, recapitalization, reorganization or similar event; and (iv) any other securities of the Company (or its successor) issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, any of the securities referred to in clauses (i) through (iii) of this definition; provided, however, that Registrable Securities shall cease to be Registrable Securities when (A) a registration statement covering resales of such Registrable Securities has been declared effective under the Securities Act by the Commission and the Registrable Securities registered thereunder have been disposed of pursuant to such effective registration statement, (B) such Registrable Securities cease to be held by a Holder or (C) such Registrable Securities cease to be outstanding. View More

Registrable Securities. 20.0% of the Common Stock received by the Investor under the Exchange Offer and any securities of the Company issued with respect to such Common Stock by way of a stock dividend or stock split or in connection with a combination, recapitalization, share exchange, consolidation or other reorganization of the Company

Registrable Securities. Means all of (i) the Conversion Shares and Exercise Shares, including any Conversion Shares or Exercise Shares as a result of any events of default under the Note, (ii) the Conversion Shares (as defined in that certain Securities Purchase Agreement, dated as of August 30, 2022, by and between the Company and the Investor (the 'Prior Purchase Agreement')), and (iii) shares of Common Stock issued to the Investor as a result of any stock split, stock dividend, recapitalization, exchange or similar... event or otherwise, without regard to any limitation on purchases under the Purchase Agreement, the Prior Purchase Agreement or the related agreements entered into therewith. View More

Registrable Securities. (i) all of the shares of Common Stock issued pursuant to the Subscription Agreement and pursuant to the Note Purchase Agreement, (ii) any additional shares of Common Stock issuable in connection with any anti-dilution provisions set forth in the Subscription Agreement or otherwise associated with such Common Stock, (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 any... security described in clauses (i), (ii) or (iii) above shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale without restriction by the Investors pursuant to Rule 144, and (iv) any shares of Common Stock underlying warrants granted to the Placement Agent View More