Registrable Securities

Registrable Securities. Means (a) any Equity Securities Beneficially Owned or otherwise held directly or indirectly by any of the Investors, (b) any Equity Securities issued or issuable as a distribution with respect to, or in exchange for or in replacement of, any of the foregoing Equity Securities, including, without limitation, Earn-Out Shares and Sponsor Earn-Out Shares and (c) any Equity Securities issued or issuable to any Investor by way of a share dividend or share split or in exchange for or upon conversion... of the Equity Securities described in subsections (a) and (b) or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to such Equity Securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) the SEC has declared a Registration Statement covering such securities effective and such securities have been disposed of pursuant to such Registration Statement, (ii) such securities have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and further subsequent public distribution of them shall not require registration under the Securities Act, (iii) such securities have been sold without registration pursuant to Rule 144, or (iv) such securities shall have ceased to be outstanding. View More

Registrable Securities. Means (i) shares of the Company's Common Stock issuable or issued upon conversion of the Preferred Stock; (ii) any Common Stock of the Company or other securities issuable or issued in respect of the shares of Preferred Stock; and (iii) shares of the Company's Common Stock or other securities issuable or issued upon any conversion of the Preferred Stock or in respect of such shares upon any stock split, stock dividend, recapitalization, or similar event; provided, however, that shares of Common... Stock or other securities shall only be treated as Registrable Securities (A) if and so long as they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) prior to the date such securities have been sold in a transaction exempt from the prospectus delivery requirements of the Securities Act. View More

Registrable Securities. Means (i) the Conversion Shares, (ii) the Warrant Shares and (iii) any share capital of the Company issued or issuable with respect to the Conversion Shares, the Warrant Shares, the Notes or the Warrants, including, without limitation, (1) as a result of any share split, share dividend, recapitalization, exchange or similar event or otherwise and (2) any share capital of the Company into which the Ordinary Shares (as defined in the Notes) are converted or exchanged and share capital of a... Successor Entity (as defined in the Warrants) into which the Ordinary Shares are converted or exchanged, in each case, without regard to any limitations on conversion of the Notes or exercise of the Warrants; provided, that Registrable Securities shall not include any of the foregoing which have been transferred pursuant to a Registration Statement, Rule 144 or which are otherwise not restricted securities, as defined in Rule 501 under the 1933 Act. View More

Registrable Securities. Means (i) the Common Shares, (ii) the Conversion Shares then issued or issuable upon conversion of the Preferred Shares or the Preferred Warrant Shares (assuming on such date the shares of Preferred Stock are convertible in full without regard to any conversion limitations in the Certificate of Designations and assuming receipt of the Authorized Share Approval and authorization of such Common Stock to be issued in full), (iii) the Common Warrant Shares then issued or issuable upon exercise of... the Warrants (assuming the Warrants are exercisable for Common Stock and are exercisable in full without regard to any exercise limitations therein and assuming receipt of the Authorized Share Approval and authorization of such Common Stock to be issued in full), and (iv) any other shares of Common Stock issued as a dividend or other distribution with respect to, in exchange for or in replacement of the Common Shares, the Preferred Shares, the Warrant Shares or the Conversion Shares, in each case issued and sold pursuant to the Purchase Agreement; 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) upon the first to occur of (A) a Registration Statement with respect to the sale of such Registrable Securities being declared effective by the SEC under the 1933 Act and such Registrable Securities having been disposed of by the Holder thereof in accordance with such effective Registration Statement, (B) such Registrable Securities having been sold in accordance with Rule 144 (or another exemption from the registration requirements of the 1933 Act), (C) such Registrable Securities becoming eligible for resale without volume or manner-of-sale restrictions and without current public information requirements pursuant to Rule 144 as set forth in a written opinion letter of Company Counsel to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders and (D) the second anniversary of the Closing Date. For the avoidance of doubt, any provision herein requiring the calculation of the number of Registrable Securities as of any date, or the computation of a percentage of Registrable Securities, shall be deemed to refer to the number of shares of Common Stock constituting Registrable Securities as of such date, assuming the shares of Preferred Stock are convertible in full without regard to any conversion limitations in the Certificate of Designations, and the Warrants are exercisable for Common Stock and are exercisable in full without regard to any exercise limitations therein, in each case, assuming receipt of the Authorized Share Approval and authorization of such Common Stock to be issued in full. View More

Registrable Securities. Means (i) the Class B Shares (including any Class A Shares issued or issuable upon conversion of the Class B Shares), (ii) the Private Placement Warrants (including any Class A Shares issued or issuable upon the exercise of any such Private Placement Warrants), (iii) the Sponsor Loan Warrants (including any Class A Shares issued or issuable upon the exercise of any such Sponsor Loan Warrants), (iv) the Working Capital Warrants (including any Class A Shares issued or issuable upon the exercise... of any such Working Capital Warrants) and (v) any other equity securities of the Company issued or issuable with respect to any of the securities described in the preceding clauses (i) to (iv) by way of a share capitalization or share subdivision or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, 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; (c) such securities shall have ceased to be outstanding; or (d) 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 all of the Warrant Shares, Primary Shares, Primary Settlement Purchase Shares and Purchase Shares that may, from time to time, be issued or become issuable to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases) which have not already been registered, and any and all shares of Common Stock issued or issuable with respect to the Warrant Shares, Primary Shares, Primary Settlement Shares, and Purchase Shares or the Warrant and Purchase... Agreement as a result of any share split, share dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement. View More

Registrable Securities. (a) any Equity Securities beneficially owned or otherwise held directly or indirectly by any of the Investors, (b) any Equity Securities that are directly held or indirectly, as set forth in the books and records of the Company are attributed to an Investor, (c) any Equity Securities in which other shareholders of the Company, directly hold or indirectly, as set forth in the books and records of the Company are attributed an interest, over which an Investor has the right to direct a sale as set... forth in the books and records of the Company, and (d) any Equity Securities issued or issuable with respect to any shares described in subsections (a) through (c) above by way of a share dividend or share split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Equity Securities (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 then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) the Commission has declared a Registration Statement covering such securities effective and such securities have been disposed of pursuant to such effective Registration Statement, or (ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are met View More

Registrable Securities. The securities issued and issuable upon exercise of this Warrant and any capital stock of the Company issued or issuable with respect to the Warrant Shares or the this Warrants, in each case, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on the exercise of this Warrant

Registrable Securities. (a) all Common Stock issued or issuable upon exercise of the Warrants and (b) all other securities issued in respect of such Warrants or into which such Warrants are later converted or reclassified, in each case of clauses (a) and (b), in each case held by (i) the Investors, (ii) any fund managed by or under common management with the Investors and (iii) any Affiliate of the foregoing, whether now owned or hereafter acquired, and their respective Permitted Transferees; 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 10.1. View More

Registrable Securities. Means (i) the Series D Warrant Shares and (ii) any capital stock of the Company issued or issuable with respect to the Series D Warrant 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 (as defined in the Series D Warrants) are exercised or exchanged and shares of capital stock of a Successor Entity (as defined in... the Series D Warrants) into which the shares of Common Stock are exercised or exchanged, in each case, without regard to any limitations on exercise of the Series D Warrants. View More