Registrable Securities

Registrable Securities. (a) the Offering Shares and (b) the shares of Common Stock issuable upon exercise of the Placement Agent Warrants, but, in each case, excluding any otherwise Registrable Securities that (i) have been sold pursuant to a registration statement or Rule 144 of the Securities Act, or (ii) may be sold at the time pursuant to Rule 144 under the Securities Act without restriction, including manner of sale, current information requirements or volume limitations

Registrable Securities. As of any date of determination, (a) all of the Warrant Shares then issued and issuable upon exercise in full of the Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), (b) any additional shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Warrants (without giving effect to any limitations on exercise set forth in the Warrants), (c) any securities issued or then issuable upon any... stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, and (d) the 16,485,714 shares of Common Stock issued by the Company to the undersigned on or about the date hereof View More

Registrable Securities. The Notes and shares of Common Stock, if any, deliverable by the Issuer upon conversion of the Notes sold to the Initial Purchasers pursuant to the Purchase Agreement, other than (x) the Notes that have (i) been registered under the Shelf Registration Statement and disposed of in accordance therewith, (ii) ceased to be outstanding or (iii) been sold to the public pursuant to Rule 144 under the Act and (y) shares of Common Stock that (i) have been registered under the Shelf Registration... Statement and disposed of in accordance therewith, (ii) have ceased to be outstanding, (iii) have been sold to the public pursuant to Rule 144 under the Act or (iv) have been issued or are issuable upon conversion of any Notes that have been registered under the Shelf Registration Statement and disposed of in accordance therewith or sold to the public pursuant to Rule 144 under the Act View More

Registrable Securities. Means, as of any date of determination, (a) all Shares, (b) all Warrants, (c) all Warrant Shares, and (d) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; 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) (i) if they have been sold thereunder or pursuant to Rule 144, (ii) if it has been two years from the Closing Date, or (iii) for so long as they may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions and without current public information (including pursuant to Rule 144(i)(2)) (assuming cashless exercise of the Warrants), as reasonably determined by the counsel to the Company View More

Registrable Securities. Shall have the meaning ascribed thereto in paragraph 10 hereof

Registrable Securities. (i) the Ordinary Shares held by the Investors as of the date hereof, (ii) the Ordinary Shares held by the SSA Shareholders as of the date hereof, (iii) the Ordinary Shares issued to the Founders, (iv) the Ordinary Shares issuable to TBA Sponsor pursuant to and upon consummation of the transactions under the Merger Agreement, and (v) any Ordinary Shares of the Company 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 (i), (ii), (iii) or (iv) above (in all cases subject to proportional adjustment upon any stock split, reverse stock split, stock dividend, reclassification or any other recapitalization event), excluding in all cases, however, (a) Ordinary Shares which have previously been registered under an effective registration statement filed pursuant to the Securities Act and disposed of in accordance with such registration statement, (b) Ordinary Shares which have otherwise previously been sold to the public, (c) Ordinary Shares that could be sold by the holder thereof (in accordance with applicable law and together with any affiliates with whom such holder must aggregate its sales under Rule 144) pursuant to Rule 144(b)(1) promulgated under the Securities Act if the holder thereof and any such affiliates hold less than five percent (5%) of the issued and outstanding Ordinary Shares of the Company, and (d) any Registrable Securities sold in a transaction in which rights under Section 2 are not assigned in accordance with the provisions herein. The number of Registrable Securities outstanding shall be determined by the number of Ordinary Shares outstanding and/or issuable pursuant to then exercisable or convertible securities, in each case that are Registrable Securities. Schedule C hereto sets forth a list of the outstanding Registrable Securities and Holders thereof as of the date hereof. Schedule D sets forth a list of the outstanding Registrable Securities held by SSA Shareholders as of the date hereof View More

Registrable Securities. Means (a) any outstanding Company Class A Common Shares and Sponsor Warrants held by an Investor immediately following the Closing or thereafter acquired by an Investor (including Company Class A Common Shares distributable pursuant to the Business Combination Agreement), (b) Company Class A Common Shares issued or issuable upon exercise of any other equity security of the Company held by an Investor immediately following the Closing or thereafter acquired by an Investor (including Company... Class A Common Shares issued or issuable upon (1) the conversion of the Founder Shares or the Company Class B Common Shares and (2) exercise of the Sponsor Warrants), (c) Company Class A Common Shares issued as Earnout Consideration pursuant to the Business Combination Agreement and held by the Target Parties, (d) Company Class A Common Shares issued as Earnout Consideration pursuant to the Business Combination Agreement and held by the Target Parties, and (e) any other equity securities of the Company issued or issuable with respect to any securities referred to in the foregoing clauses (a)-(d) by way of by way of any share split, share dividend or other distribution, recapitalization, share exchange, share reconstruction, amalgamation, contractual control arrangement or similar event; provided that, as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) 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, (ii) such securities shall have been otherwise transferred, new certificates for them not bearing 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, (iii) such securities shall have ceased to be outstanding, or (iv) such time after the Closing as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such securities without limitation, during a three (3)-month period without registration (and without the requirement for the Company to be in compliance with the current public information required under subsection (c)(1) of Rule 144). Notwithstanding anything herein to the contrary, Registrable Securities shall not include the PIPE Shares. View More

Registrable Securities. Means (i) the Purchased Shares, together with any shares of Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization, (ii) any shares of Common Stock purchased in Permitted Purchases, and (iii) any Common Stock issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the... shares of Common Stock described in clauses (i) and (ii) of this definition, provided, however, that shares of Common Stock shall cease to be Registrable Securities when either (A) such shares have been disposed of in accordance with the Registration Statement, or (B) such shares may be sold under Rule 144 of the Securities Act without any limitation as to time, volume or manner of sale and without the need for the Company to comply with the current public information requirement under Rule 144(c)(1) of the Securities Act. View More

Registrable Securities. Means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock; and (ii) any Common Stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, whether by merger, charter amendment, or otherwise, all such shares of Common Stock described in clause (i) of this Section 1.21.

Registrable Securities. As of the applicable time of determination, (i) the Series A Warrant Shares then issued or issuable upon exercise of the Series A Warrants held by the Holder, (ii) the Series B Warrant Shares then issued or issuable upon exercise of the Series B Warrants held by the Holder and (iii) any capital stock of the Company then issued or issuable with respect to the Series A Warrant Shares, the Series A Warrants, the Series B Warrant Shares or the Series B Warrants held by the Holder, 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 the Series A Warrants and/or the Series B Warrants. View More