Registrable Securities

Registrable Securities. Means the PIPE Shares 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, the PIPE Shares. Notwithstanding the foregoing, PIPE Shares shall cease to be Registrable Securities for all purposes hereunder upon the earliest to occur of the following: (A) sale by any Person to the public either pursuant to a registration... statement under the Securities Act or under Rule 144 (in which case, only such PIPE Shares sold shall cease to be Registrable Securities) or (B) becoming eligible for sale by the Holder pursuant to Rule 144 without restriction. View More

Registrable Securities. (i) the Shares and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities, whether by merger, charter amendment or otherwise; provided, that an Investor's security shall cease to be a Registrable Security upon the earliest to occur of the following: (A) sale of such security pursuant to a Registration Statement; or (B) such security becoming eligible for sale by the Investor pursuant to Rule 144 under the 1933 Act without regard to the holding... period or volume limitations thereunder. View More

Registrable Securities. Means (A) the Purchased Shares, (B) the Additional Investors Shares, (C) any shares of Common Stock or other capital stock of the Company issued or issuable with respect to or in exchange for the other outstanding securities of the Company held by Broadfin or Sabby and (D) any shares of Common Stock or other capital stock of the Company issued or issuable with respect to or in exchange for the Purchased Shares, the Additional Investors Shares or the shares described in clause (C) above as a... result of any stock split, stock dividend, distribution, recapitalization, exchange or similar event or otherwise; provided, however, that such shares shall only be treated as Registrable Securities if and only for so long as they are held by a Holder and (1) have not been disposed of pursuant to a Registration Statement declared effective by the SEC, (2) have not been disposed of pursuant to Rule 144, (3) have not otherwise been sold in a transaction exempt from the registration requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale or (4) may not be freely sold by a Holder under Rule 144 within a period of ninety (90) days without any restriction on the volume or manner of sale or current public information requirements View More

Registrable Securities. Means (1) any shares of Common Stock issued by the Company at any time or from time to time pursuant to the Securities Purchase Agreement, (2) any Warrant Shares issued by the Company upon exercise of the Warrants, and (3) any additional shares of Common Stock or other equity securities of the Company issued by the Company in respect of the shares of Common Stock and/or Warrant Shares described in the foregoing subclauses (1) and (2) after the issuance of such shares of Common Stock or Warrant... Shares, as applicable, in connection with a stock dividend, stock split, combination, exchange, reorganization, recapitalization or similar reclassification of the Company's securities; provided, that, as to any particular Registrable Securities, such securities shall cease to constitute Registrable Securities when: (x) 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 thereunder; (y) such securities shall be able to be sold in satisfaction of all applicable conditions to the resale provisions of Rule 144 under the Securities Act (or any similar provision then in force); or (z) such securities shall have ceased to be issued and outstanding View More

Registrable Securities. Means (i) the Shares, (ii) the Warrant Shares and (iii) any other securities issued or issuable with respect to or in exchange for Shares or Warrant Shares, whether by merger, charter amendment or otherwise; 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 without restriction by the Investor holding such security pursuant to Rule 144, including... without any manner of sale or volume limitations, and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act View More

Registrable Securities. (a) the Offering Shares or (b) other shares of Restricted Common Stock held by the Holders, hereinafter acquired or issuable in respect of the foregoing shares of Common Stock by way of conversion, dividend, stock-split, distribution or exchange, merger, consolidation, recapitalization or reclassification or similar transaction. Such securities shall cease to be Registrable Securities hereunder when they are (i) sold or otherwise transferred pursuant to a Registration Statement, (ii) sold under... Rule 144 of the Securities Act View More

Registrable Securities. Means (a) any Common Stock held by a Holder and (b) to the extent held, or to be held, by a Holder, any other equity securities or equity interests issued or issuable, directly or indirectly, with respect to the securities described in clause (a) by way of conversion or exchange thereof or stock dividends, stock splits or in connection with a combination of shares, reclassification, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities,... once issued such securities shall cease to be Registrable Securities when (i) they are disposed of pursuant to an effective Registration Statement under the Securities Act, (ii) they are sold to the public pursuant to Rule 144 or Rule 145 (or other exemption from registration under the Securities Act), (iii) other than with respect to Common Stock held by the CD&R Investor or its Affiliates who are Holders, they are able to be sold by their Holder in a single day pursuant to, and in accordance with, Rule 144, (iv) they shall have ceased to be outstanding, or (v) they have been sold in a private transaction in which the transferor's rights under this Agreement are not assigned to the transferee of the securities View More

Registrable Securities. (i) the Common Stock to be acquired by the Investors pursuant to the conversion of the Notes and exercise of the Warrants and any other shares of Common Stock subsequently acquired by the Investors, and (ii) any securities of the Company issued with respect to such Common Stock by way of any stock dividend or stock split or in connection with any merger, combination, recapitalization, share exchange, consolidation, reorganization or other similar transaction.

Registrable Securities. Means the Shares and any Common Stock or other equity securities 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, such Shares. Notwithstanding the foregoing, Shares or any such Common Stock, as applicable, shall cease to be Registrable Securities for all purposes hereunder upon the earliest to occur of the following: (A) the sale by any... Person of such Shares or any such Common Stock or other securities, as applicable, either pursuant to a registration statement under the Securities Act or under Rule 144 (in which case, only such Shares or any such Common Stock or other securities, as applicable, sold shall cease to be Registrable Securities) or (B) such Shares or any such Common Stock or other securities, as applicable, becoming eligible for sale by the Holder pursuant to Rule 144 without restriction. View More

Registrable Securities. Means: (i) any and all shares of common stock of the Company (the "Common Stock") issued or issuable upon conversion of the shares of Preferred Stock, and (ii) any shares of 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, in exchange for, or in replacement of, such shares of Common Stock described in clause (i); provided, however, that particular shares of any of the... foregoing shall cease to be Registrable Securities once they have been sold to in any public offering or transferred by the Holder in a transaction in which its rights under this Agreement are not assigned in accordance with the provisions of this Agreement. View More