Registrable Securities. Means (a) the Private Units (including any shares of Common Stock and Warrants underlying the Private Units) and the Working Capital Units (including any shares of Common Stock and Warrants underlying the Working Capital Units), (b) any outstanding shares of Common Stock or Warrants held by a Holder as of the date of this Agreement (including the Business Combination Shares and the Founder Shares), (c) any shares of Common Stock that may be acquired by Holders upon the exercise of a Warrant or... other right to acquire Common Stock held by a Holder as of the date of this Agreement, (d) any shares of Common Stock or Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Warrant) of the Company otherwise acquired or owned by a Holder following the date hereof 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, and (e) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b), (c) or (d) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Securities, 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; (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; (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 volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.View More
Registrable Securities. Means (a) the Private Units (including any Sponsor Shares and the shares of Common Stock and Warrants underlying issued or issuable upon the conversion of the Sponsor Shares, (b) the Private Units) Placement Warrants and the Working Capital Units (including any shares of Common Stock and Warrants underlying issued or issuable upon the Working Capital Units), (b) exercise of the Private Placement Warrants, (c) any outstanding shares of Common Stock or Warrants held by a Holder as of the date of... this Agreement Closing Date (including the Business Combination Shares and the Founder Merger Shares), (c) (d) any shares of Common Stock that may be acquired by Holders upon the exercise of a Warrant or other right to acquire Common Stock held by a Holder as of the date of this Agreement, (d) (e) any shares of Common Stock or Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Warrant) of the Company otherwise acquired or owned by a Holder following the date hereof 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, and (e) (f) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b), (c) or (d) clauses (a) through (e) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Securities, Security, such securities security shall cease to be a Registrable Securities Security upon the earliest to occur of: (A) a Registration Statement with respect to the sale transfer of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of security by a Holder to any Person other than (i) an Affiliate 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 equityholder of such securities shall not require registration under Holder or (ii) another Holder or an Affiliate or equityholder of such other Holder; (B) the Securities Act; (C) time at which such securities shall have ceased security ceases to be outstanding; (D) (C) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) (D) upon the sale of such securities have been sold security to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. View More
Registrable Securities. Means (a) the Private Units (including any shares of Common Stock and Warrants underlying the Private Units) and the Working Capital Units (including any shares of Common Stock and Warrants underlying the Working Capital Units), (b) any outstanding shares of Common Stock or Warrants held by a Holder as of the date of this Agreement and any other equity security (including the Business Combination Shares Initial Warrants and the Founder Shares), (c) any other warrants to purchase shares of... Common Stock that may be acquired by Holders upon the exercise of a Warrant or other right to acquire Common Stock held by a Holder as of the date of this Agreement, (d) any shares of Common Stock or Warrants (including any and shares of Common Stock issued or issuable upon the exercise of any such Warrant) other equity security) of the Company otherwise acquired or owned held by a Holder Stockholder immediately following the Closing (including any securities distributable pursuant to the Merger Agreement and any PIPE Shares); (b) any outstanding shares of Common Stock or any other equity security (including warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company acquired by a Stockholder following the date hereof 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, Company; (c) any shares of Common Stock and (e) any other equity security received as Earnout Shares; and (d) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b), (b) or (c) or (d) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, provided that, as to any particular Registrable Securities, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) (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 in accordance with such Registration Statement; (B) Statement by the applicable Stockholder; (ii) such securities shall have been otherwise transferred, new certificates or book entry positions 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; (C) (iii) 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 volume or other restrictions or limitations including as to manner or timing of sale); and (E) (iv) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. transaction in compliance with Rule 144 following the Closing Date; or (v) with respect to a Stockholder, when all such securities held by such Stockholder could be sold without restriction on volume or manner of sale in any three-month period without registration under Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the SEC) View More
Registrable Securities. Means (a) any outstanding shares of Class A Common Stock held by a Holder immediately following the Private Units Closing (including any shares of Common Stock issuable pursuant to the Business Combination Agreement and Warrants underlying upon the Private Units) and the Working Capital Units (including any exchange of Class A Units), (b) all shares of Class A Common Stock and Warrants underlying the Working Capital Units), (b) issuable upon exercise, conversion or exchange of any outstanding... shares of Common Stock option, warrant or Warrants convertible security held directly or indirectly by a Holder as immediately following the Closing, including, without limitation, all shares of the date Class A Common Stock issuable upon exchange of this Agreement (including the Business Combination Shares and the Founder Shares), any Class A Units, (c) any warrants or any shares of Common Stock that may be acquired by Holders upon the exercise of a Warrant warrant or other right to acquire Common Stock held by a Holder as of immediately following the date of this Agreement, Closing, (d) any shares of Common Stock or Warrants warrants to purchase shares of Common Stock (including any shares of Common Stock issued or issuable upon the exercise of any such Warrant) warrant or upon the exchange of Class A Units) of the Company otherwise acquired or owned by a Holder following the date hereof 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, and (e) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b), (c) or (d) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Securities, 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; Statement by the applicable Holder; (B) such securities shall have been otherwise transferred, new certificates or book-entry positions 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; (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 volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. View More
Registrable Securities. Means, as of any date of determination, (a) all Shares and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (i) they have... been included in the Proxy Statement/Prospectus and their issuance is accordingly registered under the Securities Act, (ii) they have been sold under a Registration Statement required hereunder or pursuant to Rule 144 or (iii) it has been two years from the Closing DateView More
Registrable Securities. Means, as of any date of determination, (a) all Shares and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (i) they have... been included in the Proxy Statement/Prospectus and their issuance is accordingly registered under the Securities Act, (ii) they have been sold under a Registration Statement required hereunder thereunder or pursuant to Rule 144 or (iii) (ii) it has been two years from the Closing Date View More
Registrable Securities. Means, as of any date of determination, (a) all Pubco Shares (including Pubco Shares issued to the Subscribers in the Transaction with respect to any equity interests of PureCycle Technologies LLC owned by the Subscribers) and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the... Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (i) they have been included in the Proxy Statement/Prospectus and their issuance is accordingly registered under the Securities Act, (ii) they have been sold under a Registration Statement required hereunder or pursuant to Rule 144 or (iii) it has been two years from the Closing Date View More
Registrable Securities. Means, as of any date of determination, (a) all Shares and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long upon the earlier of... such time as (i) they have been included in the Proxy Statement/Prospectus and their issuance is accordingly registered under the Securities Act, (ii) they have been sold under a Registration Statement required hereunder or pursuant to Rule 144 or (iii) (ii) it has been two three years from the Closing Date View More
Registrable Securities. Means all of the Shares, the Underlying Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shares or the Underlying Shares, provided that the Shares or the Underlying Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement; (B) becoming eligible for sale without time, volume or manner of sale restrictions by... the Holders under Rule 144; or (C) if such Shares or Underlying Shares have ceased to be outstandingView More
Registrable Securities. Means all of the Shares, the Warrants, the Underlying Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shares Shares, the Warrants or the Underlying Shares, provided that Shares, the Shares Warrants or the Underlying Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement; (B) becoming eligible for sale... without time, volume or manner of sale restrictions by the Holders under Rule 144; or (C) if such Shares Shares, Warrants or Underlying Shares have ceased to be outstanding View More
Registrable Securities. Means all of the Shares, the Underlying Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shares or the Underlying Shares, provided that the Shares or the Underlying Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement; (B) becoming eligible for sale without time, volume or manner of sale restrictions by... the Holders under Rule 144; or (C) if such Shares or Underlying Shares have ceased to be outstanding outstanding; (B) the date such Shares or Underlying Shares are sold pursuant to an effective Registration Statement or such Shares or Underlying Shares have been resold in compliance with Rule 144 (in which case, only such shares sold shall cease to be a Registrable Security); or (C) if such Shares or Underlying Shares have been sold in a private transaction in which the Holder's rights under this Agreement have not been assigned to the transferee View More
Registrable Securities. Means all of the Shares, the Warrants, the Underlying Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shares Shares, the Warrants or the Underlying Shares, provided that the Shares Shares, the Warrants or the Underlying Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement; Statement or Rule 144 (in which... case, only such securities sold shall cease to be Registrable Securities); (B) becoming eligible for sale without time, volume or manner of sale restrictions by the Holders under Rule 144; or (C) if such Shares Shares, Warrants or Underlying Shares have ceased to be outstanding View More
Registrable Securities. Shall mean (a) all shares of Class A Stock that are not then subject to vesting (including shares that were at one time subject to vesting to the extent they have vested), (b) all shares of Class A Stock issuable upon exercise, conversion or exchange of any vested Option, Warrant or Convertible Security and (c) all shares of Class A Stock directly or indirectly issued or issuable with respect to the securities referred to in clauses (a) or (b) above by way of stock dividend or stock split or in... connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in each case constituting Shares. As to any particular Registrable Securities, such shares shall cease to be Registrable Securities when (i) such securities shall have ceased to be subject to the Stockholders Agreement, (ii) 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 disposed of in accordance with such Registration Statement, (iii) such securities shall have been Transferred pursuant to Rule 144 or Rule 145, (iv) such securities shall have been otherwise transferred to a Person that is not an Affiliate of the transferor, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company as part of such transfer, subsequent disposition of them shall not require registration of them under the Securities Act and such securities may be distributed without volume limitation or other restrictions on transfer under Rule 144 or Rule 145 (including without application of paragraphs (c), (e) (f) and (h) of Rule 144), (v) such securities shall have ceased to be outstanding or (vi) such securities are Transferable pursuant to Rule 144 or Rule 145, and the holder of such securities, together with all of its Affiliates, holds no more than one percent (1%) of the Shares.View More
Registrable Securities. Shall mean (a) all shares of Class A Common Stock that are not then subject to vesting (including shares that were at one time subject to vesting to the extent they have vested), and (b) all shares of Class A Stock issuable upon exercise, conversion or exchange of any vested Option, Warrant or Convertible Security and (c) all shares of Class A Stock securities directly or indirectly issued or issuable with respect to the securities referred to in clauses (a) or (b) above such Common Stock by... way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in each case constituting Shares. As to any particular Registrable Securities, such shares shall cease to be Registrable Securities when (i) such securities shall have ceased to be subject to the Stockholders Agreement, Shares hereunder, (ii) a Registration Statement registration statement with respect to the sale 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, registration statement, (iii) such securities shall have been Transferred pursuant to Rule 144 or Rule 145, (iv) such securities shall have been otherwise transferred to a Person that is not an Affiliate of the transferor, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company as part of such transfer, transfer and subsequent disposition of them shall not require registration of them under the Securities Act and such securities may be distributed without volume limitation or other restrictions on transfer under Rule 144 or Rule 145 (including without application of paragraphs (c), (e) (f) and (h) of Rule 144), or (v) such securities shall have ceased to be outstanding or (vi) such securities are Transferable pursuant to Rule 144 or Rule 145, and the holder of such securities, together with all of its Affiliates, holds no more than one percent (1%) of the Shares. outstanding. View More
Registrable Securities. Shall mean (a) all shares of Class A Stock, (b) all shares of Class A Stock that are not then subject to vesting (including shares that were at one time subject to vesting to the extent they have vested), (b) issuable upon conversion of Shares of Class L Stock, (c) all shares of Class A Stock issuable upon exercise, conversion or exchange of any vested Option, Warrant or Convertible Security and (c) (d) all shares of Class A Stock directly or indirectly issued or issuable with respect to the... securities referred to in clauses (a) (a), (b) or (b) (c) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in each case constituting Shares. As to any particular Registrable Securities, such shares shall cease to be Registrable Securities when (i) (v) such securities shares shall have ceased been Transferred in a Sale to be subject to the Stockholders Agreement, (ii) which Section 4.1 or 4.2 apply, (w) a Registration Statement registration statement with respect to the sale 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, (iii) registration statement, (x) such securities shall have been Transferred pursuant to Rule 144 or Rule 145, (iv) 144, (y) subject to the provisions of Section 10 hereof, such securities shall have been otherwise transferred to a Person that is not an Affiliate of the transferor, transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company as part of such transfer, and subsequent disposition of them shall not require registration of them under the Securities Act and Act, (z) such securities may be distributed without volume limitation or other restrictions on transfer under Rule 144 or Rule 145 (including without application of paragraphs (c), (e) (f) and (h) of Rule 144), (v) 144) or (zz) such securities shall have ceased to be outstanding or (vi) such securities are Transferable pursuant to Rule 144 or Rule 145, and the holder of such securities, together with all of its Affiliates, holds no more than one percent (1%) of the Shares. outstanding. View More
Registrable Securities. Shall mean the Consideration Shares delivered to the Selling Entity pursuant to the terms of the Purchase Agreement; provided, however, that a Registrable Security shall cease to be a Registrable Security upon the earlier of the time (a) the Registration Statement covering such Registrable Security has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective Registration Statement, (b) such Registrable Security has been, or... can be in a single transaction and without restriction, disposed of pursuant to any section of Rule 144 under the Securities Act (or any similar provision then in force), or (c) such Registrable Security has been assigned, sold or otherwise transferred in a transaction in which the transferor's rights under this Agreement are not assigned.View More
Registrable Securities. Shall mean the Consideration Shares delivered to the Selling Entity Sellers pursuant to the terms of the Purchase Agreement; Agreement and any D-R Shares issued as a dividend or other distribution with respect to, or in exchange by Dresser-Rand generally for, or in replacement by Dresser-Rand generally of, such Consideration Shares; provided, however, that a Registrable Security shall cease to be a Registrable Security upon the earlier of the time (a) the Registration Statement covering such... Registrable Security has been declared effective by the Commission SEC and such Registrable Security has been sold or disposed of pursuant to such effective Registration Statement, (b) such Registrable Security has been, or can be in a single transaction and without restriction, restriction as to manner of sale or number of securities sold, disposed of pursuant to any section of Rule 144 under the Securities Act (or any similar provision then in force), or (c) such Registrable Security has been assigned, sold or otherwise transferred in a transaction in which the transferor's transferor’s rights under this Agreement are not assigned. View More
Registrable Securities. Shall mean (a) the shares of Parent Stock comprising the Share Consideration Shares delivered to the Selling Entity Shareholders pursuant to the terms of the Purchase Agreement; Merger Agreement and (b) any Parent Stock issued as (or issuable upon the conversion or exercise of any warrant, right, option or other convertible security which is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, such Share Consideration; provided, however, that a... Registrable Security shall cease to be a Registrable Security upon the earlier of the time (a) the Registration Statement covering such Registrable Security has been declared effective by the Commission SEC and such Registrable Security has been sold or disposed of pursuant to such effective Registration Statement, (b) such Registrable Security has been, or can be in a single transaction and without restriction, disposed of pursuant to any section of Rule 144 under the Securities Act (or any similar provision then in force), or (c) such Registrable Security has been assigned, sold or otherwise transferred in a transaction in which the transferor's rights under this Agreement are not assigned. View More
Registrable Securities. Means all of the Conversion Shares (as defined in the Purchase Agreement) (the 'Conversion Shares') which may, from time to time, be issued to the Investor under the Note (as defined in the Purchase Agreement) (the 'Note'), without regard to any limitation on beneficial ownership, all of the Exercise Shares (as defined in the Purchase Agreement) (the 'Exercise Shares') which may, from time to time, be issued to the Investor under the Warrant (as defined in the Purchase Agreement) (the... 'Warrant'), without regard to any limitation on beneficial ownership, all of the Commitment Shares (as defined in the Purchase Agreement) (the 'Commitment Shares'), and 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 beneficial ownership in the the Purchase Agreement, Note, or Warrant.View More
Registrable Securities. Means all of the Conversion Shares (as defined in the Purchase Agreement) (the 'Conversion Shares') which may, from time to time, be issued to the Investor under the Note (as defined in the Purchase Agreement) (the 'Note'), without regard to any limitation on beneficial ownership, all of the Shares'), Exercise Shares (as defined in the Purchase Agreement) (the 'Exercise Shares') which may, from time to time, be issued to the Investor under the Warrant (as defined in the Purchase Agreement) (the... 'Warrant'), without regard to any limitation on beneficial ownership, all of the Shares'), Commitment Shares (as defined in the Purchase Agreement) (the 'Commitment Shares'), and 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 beneficial ownership in the purchases under the Purchase Agreement, Note, Note (as defined in the Purchase Agreement) (the 'Note'), or Warrant. Warrant (as defined in the Purchase Agreement) (the 'Warrant'). View More
Registrable Securities. Means all of the Conversion Shares (as defined in the Purchase Agreement) (the 'Conversion Shares') which may, from time to time, be issued to the Investor under the Note (as defined in the Purchase Agreement) (the 'Note'), without regard to any limitation on beneficial ownership, all of the Exercise Shares (as defined in the Purchase Agreement) (the 'Exercise Shares') which may, from time to time, be issued to the Investor under the Warrant (as defined in the Purchase Agreement) (the... 'Warrant'), without regard to any limitation on beneficial ownership, all of the Shares'), Commitment Shares (as defined in the Purchase Agreement) (the 'Commitment Shares'), and 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 beneficial ownership purchases under the Purchase Agreement or Note (as defined in the the Purchase Agreement, Note, or Warrant. Agreement) (the 'Note'). View More
Registrable Securities. The Shares, the Warrant Shares and any shares issuable upon exercise of any warrants issued to registered broker-dealers and their affiliates as compensation in connection with the transactions contemplated hereby; provided, that, a security 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 by the Investors pursuant to Rule 144(k)
Registrable Securities. The Converted Shares, the Warrant Shares and any shares issuable upon exercise of any warrants issued to registered broker-dealers and their affiliates as compensation in connection with the transactions contemplated hereby; provided, that, however, that a security 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 by the Investors pursuant to Rule 144(k) 144 without volume... limitations View More
Registrable Securities. The Shares, the Warrant Shares and any shares issuable upon exercise of any warrants issued to the Placement Agent and other registered broker-dealers and their affiliates as compensation in connection with the transactions contemplated hereby; provided, that, that a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Securities Act, or (B) such security becoming eligible for sale by the Investors without any... restriction pursuant to Rule 144(k) 144. View More
Registrable Securities. Means shares of Common Stock acquired by the Purchasers on or following the Closing Date, and any Common Stock 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 Common Stock, warrant, right or other security held by the Purchasers. Notwithstanding the foregoing, Registrable Securities shall not include any securities of the Company sold... by any person to the public either pursuant to a registration statement under the Securities Act or that is freely-tradeable under Rule 144.View More
Registrable Securities. Means shares of Common Stock acquired held by the Purchasers (whether acquired prior to, on or following the Closing Date, Date), and any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, warrant (including the Warrants), 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 Common Stock, warrant, right or other security held by the Purchasers. Notwithstanding the foregoing,... Registrable Securities shall not include any securities of the Company sold by any person to the public either pursuant to a registration statement under the Securities Act or that is freely-tradeable freely tradeable under Rule 144 View More
Registrable Securities. Means shares Shares of Company Common Stock acquired (i) held by the Purchasers on the day immediately following the Closing Date or (ii) acquired pursuant to open market purchases following the Closing Date, and any Company Common Stock 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 Company Common Stock, warrant, right or other... security held by the Purchasers. Notwithstanding the foregoing, Registrable Securities shall not include any securities of the Company sold by any person to the public either pursuant to a registration statement under the Securities Act or that is freely-tradeable under Rule 144. View More
Registrable Securities. For a given Registration, means (a) any shares of Common Stock (the "Warrant Shares") issued or issuable upon exercise of or otherwise pursuant to the Warrants (without giving effect to any limitations on exercise set forth in the Warrants), (b) 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, (c) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Warrants, (d)... any other warrants or shares of Common Stock issuable pursuant to the terms of the Facility Agreement, the Warrants or this Registration Rights Agreement, and (d) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities 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 securities sold shall cease to be Registrable Securities); or (B) becoming eligible for sale without volume limitations by the Holder pursuant to Rule 144(b).View More
Registrable Securities. For a given Registration, means (a) any shares of Common Stock (the "Warrant Shares") issued or issuable upon exercise of or otherwise pursuant to the Warrants (without giving effect to any limitations on exercise set forth in the Warrants), (b) 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, (c) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Warrants, (d)... any other warrants or shares of Common Stock issuable pursuant to the terms of the Facility Agreement, the Warrants or this Registration Rights Agreement, and (d) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable foregoing. Securities shall will cease to be Registrable Securities upon when (A) they have been effectively registered under the earliest Securities Act and disposed of in accordance with the registration statement covering them; (B) they have been distributed to occur of the following: (A) sale public under a Registration or pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such securities sold shall cease to be Registrable Securities); Act; or (B) becoming eligible (C) they have been otherwise transferred and new certificates for sale without volume limitations them not bearing a restrictive legend have been issued by the Holder pursuant to Rule 144(b). Company and the Company shall not have any "stop transfer" instructions in effect. View More
Registrable Securities. For (vii) "Registrable Securities," for a given Registration, means (a) any shares of Common Stock (the "Warrant Shares") issued or issuable upon exercise of or otherwise pursuant to the Warrants (without giving effect to any limitations on exercise set forth in the Warrants), (b) 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, (c) any additional shares of Common Stock issuable in connection with any... anti-dilution provisions in the Warrants, (d) any other warrants or shares of Common Stock common stock issuable pursuant to the terms of the Facility Agreement, the Warrants or this Registration Rights Agreement, and (d) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities 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 securities sold shall cease to be Registrable Securities); or (B) becoming eligible for sale without volume limitations by the Holder pursuant to Rule 144(b). foregoing. View More
Registrable Securities. Means any (i) Shares purchased by the Investors pursuant to the Purchase Agreements, (ii) Warrant Shares issued or issuable upon exercise of those certain Warrants issued pursuant to the Purchase Agreements, and (iii) Common Stock issued or issuable in respect of the foregoing upon any stock split, stock dividend, recapitalization or similar event; provided, however, that such securities shall only be treated as Registrable Securities if and so long as they have not been sold pursuant to a... registration or in accordance with Rule 144. The terms register, registered and registration refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration Statement.View More
Registrable Securities. Means any (i) Shares Common Stock purchased by the Investors pursuant to the Purchase Agreements, (ii) Warrant Shares Common Stock issued or issuable upon exercise of those certain Warrants to Purchase Shares of Common Stock of the Company issued pursuant to the Purchase Agreements, and (iii) Common Stock issued or issuable in respect of the foregoing upon any stock split, stock dividend, recapitalization or similar event; provided, however, that such securities shall only be treated as... Registrable Securities if and so long as they have not been sold pursuant to a registration or in accordance with Rule 144. The terms register, registered and registration refer to a registration effected by preparing and filing a Registration Statement registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration Statement. registration statement. View More
Registrable Securities. Means any (i) Shares shares of Common Stock purchased by the Investors pursuant to the Purchase Agreements, Agreement, and (ii) Warrant Shares issued or issuable upon exercise shares of those certain Warrants issued pursuant to the Purchase Agreements, and (iii) Common Stock issued or issuable in respect of any of the foregoing upon any stock split, stock dividend, recapitalization or similar event; provided, however, that such securities shall only be treated as Registrable Securities if and... so long as they have not been sold pursuant to a registration or in accordance with Rule 144. The terms register, registered and registration refer to a registration effected by preparing and filing a Registration Statement registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration Statement. registration statement. View More
