Registrable Securities

Registrable Securities. Means: (i) the Shares, (ii) any shares of Common Stock issuable upon exercise of warrants issued to any placement agent or financial advisor as compensation in connection with the financing that is the subject of the Subscription Agreements (Agent Warrant Shares), and (iii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event, or any exercise price adjustment with respect to any of the securities referenced in (i) or (ii)... above; provided, however, following such time as any of the securities described in clauses (i), (ii) or (iii) above (a) have been sold by a Holder pursuant to a Registration Statement or Rule 144 or (b) may be sold by a Holder without volume restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders, then such securities shall cease to be considered Registrable Securities for purposes of this Agreement View More

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

Registrable Securities. Means (i) shares of Common Stock held by the Stockholders at the date of consummation of the TASE IPO; (ii) Common Stock to be issued to Viola upon exercise of that certain warrant issued to it by the Company on April 21, 2021; and (iii) any shares of Common Stock issued and issuable with respect to any such shares described in clauses (i)-(ii) above by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other... reorganization. View More

Registrable Securities. Means collectively the Initial Registrable Securities and the Additional Registrable Securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities upon the earliest to occur of the following events: (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 by the applicable Holder; (b) such securities shall have been otherwise transferred, new certificates for them not bearing (or book-entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company, 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) following the second anniversary of this Agreement, such Registrable Securities are freely saleable under Rule 144 under the Securities Act without volume or manner of sale limitations. For the avoidance of doubt, while Common Units or other securities of the Company or HP LLC may constitute Registrable Securities, under no circumstances shall the Company be obligated to register Common Units or other securities of HP LLC, and only shares of Class A Common Stock of the Company issuable upon redemption or exchange of Common Units or upon exercise or conversion of such other securities of the Company or HP LLC will be registered. View More

Registrable Securities. Means (a) the Telkonet Shares, (b) any shares of Common Stock issued or issuable to Investor from the exercise of the Warrant (as if on such date the Warrant is exercised in full without regard to any exercise limitations therein) and (c) any shares of Common Stock issued or issuable to Investor with respect to any shares described in subsections (a) or (b) above by way of a stock dividend or stock 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 Common Stock. View More

Registrable Securities. Shares of Common Stock and any other equity securities issued or issuable with respect to the shares of Common Stock by way of share split, share dividend, recapitalization, exchange, merger, consolidation, reorganization or similar event; provided, however, that shares of Common Stock held by a Holder shall cease to be Registrable Securities when such securities (a) have been sold to or through a broker or dealer or underwriter in a public distribution pursuant to an effective registration... statement, (b) have been 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 have been removed upon the consummation of such sale, (c) have been sold in a private transaction pursuant to which the registration rights are not also assigned to the transferee in accordance with Section I.10 hereof, or (d) are transferred to any Person who does not assume the rights under this Agreement in accordance with Section I.10 hereof. In addition, shares of Common Stock held by a Holder, other than a Significant Investor (which, for this purpose only, shall be deemed to include each of BlackRock Global Opportunities Equity Trust, BlackRock Global Opportunities Portfolio of BlackRock Funds, BlackRock Global Opportunities V.I. Fund of BlackRock Variable Series Funds Inc., and BlackRock U.S. Opportunities Portfolio, a series of BlackRock Funds), shall cease to be Registrable Securities after the IPO when such securities are eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 View More

Registrable Securities. Means any Conversion Shares and other Common Shares issued or issuable with respect to the Conversion Shares or the Note, including, without limitation, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and shares of capital stock of the Company into which the Common Shares are converted or exchanged; provided that such Common Shares shall cease to be Registrable Securities: (i) when their registration has become effective and such Common... Shares have been disposed of pursuant to such registration; (ii) when such Common Shares are sold pursuant to SEC Rule 144; or (iii) when such Common Shares cease to be outstanding. For purposes of this Agreement, a Person will be deemed to be the holder of Registrable Securities whenever such Person has the right to acquire such Registrable Securities (upon conversion, exchange, exercise or otherwise, but disregarding any restrictions or limitations upon exercise of such right), whether or not the acquisition has actually been effected, and such Person will be entitled to exercise the rights of a holder of Registrable Securities hereunder. View More

Registrable Securities. Means (i) any shares of Class A Common Stock held by the Holders at any time; (ii) any shares of Class A Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company held by the Holders at any time; (iii) any shares of Class A 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 clauses (i) and (ii) above held by the Holders; or (iv) any shares of Class A Common Stock that may be delivered in exchange for equity interests in Rani LLC pursuant to the terms of the Rani LLC Agreement held by the Holders. 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 been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (B) such securities shall have been sold (other than in a privately negotiated sale where the transferor has assigned its rights under this Agreement and the transferee agrees in writing to be bound by the terms hereof) in compliance with the requirements of SEC Rule 144, as such SEC Rule 144 may be amended (or any successor provision thereto) or (C) the registration rights have terminated with respect to such securities pursuant to Section 2.13 of this Agreement. View More

Registrable Securities. Shall mean, without duplication: (a) all shares of Common Stock held by the Stockholders from time to time, including shares issued or issuable upon conversion of the Preferred Stock; (b) any shares of Common Stock issued as (or issuable upon the conversion or exercise of any warrant, option, 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 (a) above; and (c) any shares of Common Stock... issuable upon the conversion or exercise of any Convertible Securities issued pursuant to the SPRA or otherwise, and held by the Stockholders; excluding in all cases, however, any shares for which registration rights have terminated pursuant to Section 10 of this Agreement View More

Registrable Securities. Investor Registrable Securities and Individual Partner Registrable Securities. As to any particular Registrable Securities, such securities shall cease to be Investor Registrable Securities or Individual Partner Registrable Securities when they have been (a) distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force),... (b) repurchased by the Partnership or members or (c) distributed to the partners of Thoma Bravo, unless Thoma Bravo determines otherwise. 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 such Registrable Securities (upon conversion or exercise in connection with a Transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. View More