Registrable Securities

Registrable Securities. Means (i) the Warrant Shares issued or issuable pursuant to the terms of the Warrants, (ii) any capital stock of the Company issued or issuable with respect to the Warrants or the Warrant Shares, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, in each case without regard to any limitations on conversion, amortization and/or redemption of the Warrants and (iii) any options, warrants or other rights to acquire, and any securities received... as a dividend or distribution in respect of, any of the securities described in clauses (i) and (ii) above, in each case that are held by the Lenders or any transferee or assignee of any Lender after giving effect to a transfer made in compliance with Section 9, all of which securities are subject to the rights provided herein until such rights terminate pursuant to the provisions of this Agreement. View More

Registrable Securities. The shares of the Company's common stock issuable upon exercise of the Warrants will be deemed "Registrable Securities" subject to the provisions of this Agreement.

Registrable Securities. (i) Any Common Stock now or hereafter held by the Stockholders, and (ii) 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 the shares referenced in (i) above, excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which his, hers or its rights under Section 2 are not assigned or any... Registrable Securities sold pursuant to a Registration Statement or sold pursuant to Rule 144. View More

Registrable Securities. Means (a) any shares of Common Stock owned by any Shareholder and (b) the securities issued or issuable with respect to such shares of Common Stock by way of stock dividend or stock split or in connection with a combination of shares, merger, consolidation, business combination, scheme of arrangement, amalgamation, recapitalization or similar transaction; provided, however, that Registrable Securities shall not include (i) any securities sold or disposed of either pursuant to an effective... Registration Statement or pursuant to Rule 144 under the Securities Act, (ii) any securities that have ceased to be outstanding or (iii) as to any Shareholder, the securities owned by such Shareholder to the extent that all such securities may be sold in a single transaction without volume limitations or other restrictions on transfer pursuant to Rule 144 under the Securities Act; provided that if at any time after a Public Offering, a Shareholder and its Affiliates beneficially own, in the aggregate, 5% or more of the then outstanding shares of Common Stock and no employee of or Affiliate of such Shareholder is a member of the Board, such Shareholder shall have the right to elect in its sole discretion that such shares of Common Stock remain Registrable Securities even though such shares may be sold without volume limitations or other restrictions on transfer pursuant to Rule 144 under the Securities Act for so long as such shares of Common Stock constitute 5% or more of the then outstanding shares of Common Stock. View More

Registrable Securities. Means (i) the Common Stock held by the TA Members and Non-TA Stockholders; provided, however, that the Non-TA Registrable Securities shall not be deemed Registrable Securities and the Non-TA Stockholders shall not be deemed Holders for the purposes of Subsections 2.10 and 3.7, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in... replacement of, the shares referenced in clause (i) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 3.2. View More

Registrable Securities. Means (i) the Shares issued pursuant to the Purchase Agreement (the Offering Shares), (ii) the Warrant Shares, (iii) any shares of Common Stock held by a stockholder of the Company immediately prior to the closing of the Merger who held 10% or more of the outstanding shares of Common Stock as listed on the official stockholder list provided by the Company (the Pre-Merger Stockholders List) pursuant to Section 5.3(h) of the Agreement and Plan of Merger and Reorganization (the Merger Agreement),... dated as of July 23, 2015, by and among the Company, Vesuvius Acquisition Corp. and ViewRay Technologies, Inc. (the Mirax Shares), (iv) any shares of Common Stock issued as part of the Merger in exchange for the equity securities of ViewRay that are outstanding immediately prior to the initial Closing (the Merger Shares) and (v) any shares of Common Stock issued to stockholders of the Company listed on the Pre-Merger Stockholders List (excluding holders of the Mirax Shares) in connection with the sale of shares in excess of the Minimum Offering pursuant to Section 1.14 of the Merger Agreement (the Adjustment Shares); 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 (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, or (b) such Registrable Securities have been previously sold in accordance with Rule 144 View More

Registrable Securities. Means (i) all Common Stock purchased by, issued to or otherwise acquired by the Investor, including shares of Common Stock issued pursuant to stock splits, stock dividends and similar distributions; but excluding any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 5.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.9 of... this Agreement. View More

Registrable Securities. Means (i) the Conversion Units, (ii) the Warrant Units beneficially owned by the Buyer or an Affiliate of the Buyer and (iii) any units or other securities of the Partnership issued or issuable with respect each of (i) and (ii), including, without limitation, (1) as a result of any unit split, unit dividend, recapitalization, exchange or similar event or otherwise and (2) units of the Partnership into which the Common Units (as defined in the Warrants) are converted or exchanged and shares of... capital stock or other security of a Successor Entity (as defined in the Warrants) into which the Common Units are converted or exchanged, in each case, without regard to any limitations on conversion of the Series A Preferred Units or exercise of the Warrants. View More

Registrable Securities. Means, collectively, (i) all Common Units (including, without limitation, any Exchangeable Common Units and Warrant Common Units) that are owned or held by any Holder from time to time, (ii) any securities issued or issuable with respect to, on account of or in exchange for Common Units that are owned or held by any Holder from time to time, whether by unit split, unit dividend, recapitalization, merger, consolidation or other reorganization, charter amendment or otherwise and (iii) any... securities received as a dividend or distribution in respect of any of the securities described in clauses (i) and (ii) above, in each case that are owned or held by any Holder from time to time; provided, however, that as to any Registrable Securities, such securities shall cease to constitute Registrable Securities upon the earliest to occur of: (x) the date on which such securities are disposed of pursuant to an effective Registration Statement; (y) the date on which such securities are disposed of pursuant to Rule 144 (or any similar provision then in effect); and (z) the date on which such Registrable Securities both (1) may be sold pursuant to Rule 144 (or any similar provision then in effect) without regard for any volume or manner of sale restrictions and (2) are beneficially owned by a Holder that, together with its Affiliates and Related Funds, beneficially owns less than ten percent (10%) of all of the issued and outstanding Common Units. View More

Registrable Securities. Means, collectively, (i) the Shares received by the Holders, and (ii) any additional shares of Common Stock paid, issued or distributed in respect of any such Shares by way of a stock dividend or distribution, or in connection with a split or combination of the Common Stock, and any security into which such Shares shall have been converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger, consolidation, exchange, distribution or otherwise; provided,... however, that Registrable Securities shall not include: (i) any shares of Common Stock that have been registered under the Securities Act and disposed of pursuant to an effective Registration Statement or otherwise transferred to a Person who is not entitled to the registration and other rights hereunder; (ii) any shares of Common Stock that have been sold or transferred by the Holder thereof pursuant to Rule 144 (or any similar provision then in force under the Securities Act) and the transferee thereof does not receive restricted securities as defined in Rule 144; (iii) any shares of Common Stock that may be sold or transferred by the Holder thereof pursuant to Rule 144 (or any similar provision then in force under the Securities Act) without volume or manner-of-sale restrictions thereunder; and (iv) any shares of Common Stock that cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise). View More