Registrable Securities

Example Definitions of "Registrable Securities"
Registrable Securities. All of the PIPE Shares purchased by the Investors under the Subscription Agreement, the Transferred Sponsor Shares, the Transferred Sponsor Warrants and the Warrant Shares issuable upon exercise of the Transferred Sponsor Warrants. Registrable Securities include any warrants, share capital or other securities of Parent issued as a dividend or other distribution with respect to or in exchange for or in replacement of such PIPE Shares, Transferred Sponsor Shares, Transferred Sponsor Warrants and... Warrant Shares. 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 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 without volume limitations or manner-of-sale restrictions and without the need for current public information pursuant to Rule 144 (including Rule 144(i)(2)) as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Parent's transfer agent and the affected Investors, as reasonably determined by Parent, upon the advice of counsel to Parent View More
Registrable Securities. (i) the Underlying Common Shares, (ii) the Underlying Warrant Common Shares, and (iii) any shares of capital stock issued or issuable with respect to the Purchase Shares, the Underlying Common Shares, the Warrant, the Warrant Shares, the Underlying Warrant Common Shares or the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event, without regard to any limitation on purchases under the Purchase Agreement.
Registrable Securities. Means, collectively (i) the Note Shares; (ii) the Warrant Shares; (iii) any other securities of the Company subsequently acquired by the Purchaser pursuant to the Purchase Agreement or otherwise; (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, that the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further, that the Note... Shares and Warrant Shares shall cease to be Registrable Securities upon the sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold shall cease to be a Registrable Security). View More
Registrable Securities. Means (i) the Warrant Shares and (ii) any other securities issued or issuable with respect to or in exchange for Warrant Shares, whether by merger, charter amendment, stock split, dividend, recapitalization, or otherwise (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire or obtain from the Company any Registrable Securities, regardless of whether such acquisition has been... effected); provided, that, a security shall cease to be a Registrable Security upon (A) the sale of such security pursuant to a Registration Statement or Rule 144 under the Securities Act, or (B) such security becoming eligible for sale without restriction by the applicable Investor pursuant to Rule 144. View More
Registrable Securities. Means (i) the Closing Common Shares, (ii) the Closing Preferred Shares, and (iii) any capital stock of the Company issued or issuable with respect to the Series G Stock, 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 Company's Common Stock (otherwise referred to herein as "Common Stock") are converted or exchanged, without regard to... any limitations on exercise with respect to the Series G Stock; provided, however, that Registrable Securities shall not include (A) any securities of the Company that have previously been registered and remain subject to a currently effective registration statement or which have been sold to the public either pursuant to a registration statement or Rule 144, or which have been sold in a private transaction in which the transferor's rights under this Section 1 are not assigned, or which may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144, or (B) any shares of Common Stock underlying shares of Series G Stock that have been cancelled pursuant to a Redemption. View More
Registrable Securities. (i) any Class A Common Stock now owned or hereafter acquired by any Investor, including, without limitation, upon exchange of GS Holdings Units and Class B Common Stock, and (ii) all shares of Class A Common Stock directly or indirectly issued or then issuable with respect to the securities referred to 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; 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 Section 3.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Section 2.14 of this Agreement. Notwithstanding the foregoing, all shares of Class A Common Stock issuable upon exercise, conversion or exchange of any security or right received by a Holder in connection with the Reorganization shall be deemed Registrable Securities for the purpose of exercising any right hereunder, regardless of whether such securities have been so converted or exchanged View More
Registrable Securities. The New Securities; provided that a New Security shall cease to be a Registrable Security on the earliest of (i) when a Registration Statement with respect to such New Security has been declared effective under the Securities Act and such New Security has been exchanged or disposed of pursuant to such Registration Statement or (ii) when such New Security ceases to be outstanding
Registrable Securities. (a) shares of the Common Stock issued or issuable upon the conversion of the Preferred; (b) any Common Stock issued or issuable in respect of shares of the Preferred; (c) shares of Common Stock issued or issuable upon any conversion of the Preferred upon any stock split, stock dividend, recapitalization or similar event; (d) shares of Common Stock issued or issuable upon the exercise of the Series E Warrants; and (e) any shares of Common Stock and any shares of Common Stock issued or issuable... upon conversion or exercise of any convertible security for which subsequent registration rights are granted in accordance with Section 20(b) below; provided, however, that Registrable Securities shall not include any securities that have been (i) sold to or through a broker or dealer or underwriter in a public distribution or public securities transaction, (ii) 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 (iii) sold by a person in a transaction in which rights under this Agreement are not assigned. 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 all of (i) 500,000 shares of Common Stock, (ii) 1,000,000 Warrant Shares issued or issuable upon exercise of those certain Warrant No. No. SLTK-1-2, (iii) any additional shares issuable in connection with any anti-dilution provisions in the Warrants and (iv) any shares of Common Stock issued or issuable with respect to the Common Stock or the Warrant Shares, or the Warrants as a result of any stock split, dividend or other distribution, recapitalization or similar event or otherwise,... without regard to any limitations on the exercise of the Warrants. After the initial Registration Statement, Registrable Securities means any and all shares of Common Stock and Warrant Shares held by the Investor that are not registered on a prior Registration Statement. View More
Registrable Securities. (i) any Common Stock issuable or issued upon conversion of the Preferred Stock; (ii) any Common Stock 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; and (iii) any Acquired Common Stock; 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 Section 6.1, and excluding for purposes... of Section 1.21 any shares for which registration rights have terminated pursuant to Section 2.13 of this Agreement. Registrable Securities "then outstanding" means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then convertible Preferred Stock. View More
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