Registrable Securities

Registrable Securities. All of (i) the Shares, (ii) any Common Stock issued to a Purchaser on the date hereof pursuant to that certain Agreement and Plan of Merger, dated as of January 28, 2021, by and among the Company, Cabo Merger Sub I, Inc., Cabo Merger Sub II, LLC and Quellis Biosciences, Inc., and (iii) 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 Shareholder Questionnaire; and provided, further, that with respect to a particular Holder, such Holder's Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in which case, only such security or securities sold by the Holder shall cease to be Registrable Securities); (B) becoming eligible for resale by the Holder under Rule 144 without the requirement for the Company to be in compliance with the current public information required thereunder and without volume or manner-of-sale restrictions; or (C) the expiration of two years from the Closing Date. View More

Registrable Securities. The Common Shares sold in the Offering and any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of any of such shares or as the result of any split, combination of shares, recapitalization, merger, consolidation or other reorganization

Registrable Securities. (i) the Common Stock issuable or issued upon conversion of the Preferred Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the

Registrable Securities. (i) 4,716,981 shares of Common Stock issued to the Members as the Closing Payment Shares, (ii) 1,886,792 shares of Common Stock issuable to the Members, as part of the Cash Merger Consideration, (iii) to the extent earned in accordance with the Purchase Agreement, up to 9,356,459 shares of Common Stock issuable in connection with the Earnout, (iv) the shares of Common Stock issuable to investors in the private placement offerings conducted by the Company prior to the closing of the business... combination pursuant to the Purchase Agreement, and (v) the IPO Registrable Securities. Registrable Securities shall also include any securities of the Company issued as a dividend or other distribution with respect to, in exchange for or in replacement of each of the shares of Common Stock held by the Holder as set forth on Exhibit A. 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 all 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 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) the Registrable Securities are freely saleable under Rule 144 without volume limitations View More

Registrable Securities. Means the Shares, together with any shares of Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of Shares. Notwithstanding the foregoing, Registrable Securities shall not include any securities (w) sold by a person to the public either pursuant to a registration statement or Rule 144, (x) sold in a private transaction in which the transferor's rights under Section 7 of this Agreement are not assigned, (y) held by a Stockholder (together... with its Affiliates) if such Stockholder (together with its Affiliates) holds less than 1% of the Company's outstanding Common Stock (on an as-converted basis), or (z) held by a Stockholder (together with its Affiliates) if all Shares held by and issuable to such Stockholder (and its Affiliates) may then be sold pursuant to Rule 144 during the immediately subsequent ninety (90) day period. View More

Registrable Securities. Means (i) shares of Common Stock held by any Holder as of the date hereof; (ii) any shares of Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company acquired by any Holder on or after the date hereof, including shares of Common Stock held by any Holder as of the date hereof or issuable pursuant to the conversion of the Debentures and the exercise of the Warrants held by any Holder; and (iii) any shares... of Common Stock issued pursuant to any stock split or combination or as (or issuable upon the conversion or exercise of any option, 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 the immediately preceding clauses (i) or (ii) above (including, for the avoidance of doubt, the Conversion 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; provided, that 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; (c) such securities shall have ceased to be outstanding; or (d) such securities are freely saleable under Rule 144 without volume or manner of sale limitations (it being understood that the Registrable Securities will remain Registrable Securities for the three (3) months following the date on which any Holder ceases to be an affiliate of the Company). View More

Registrable Securities. Means the (i) shares of Common Stock issued to the Investors in the RH Merger and the PCT Merger including any shares of Common Stock issuable upon exercise of (A) warrants or (B) purchase options under the Amended and Restated Purchase Option Agreement, dated November 20, 2020, among AptarGroup, Inc., the Company and ParentCo, in each case, issued or that become effective concurrent with the RH Merger or the PCT Merger, (ii) the shares of Common Stock issuable to the Company Investors as PCT... Earnout Consideration (as defined in the Merger Agreement) and (iii) all Common Stock issued to any Investor with respect to such securities referred to in clauses (i) – (iii) by way of any share split, share dividend or other distribution, recapitalization, share exchange, share reconstruction, amalgamation, contractual control arrangement or similar event. 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 ParentCo 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, requirements of current public information, manner of sale or any other restrictions under Rule 144 View More

Registrable Securities. Means all of the Merger Consideration Shares, PIPE Securities, any shares of Acquiror Common Stock beneficially owned by the Investors. Registrable Securities also include any warrants, capital shares or other securities of Acquiror issued as a dividend, split or other distribution with respect to or in exchange for or in replacement of the foregoing securities or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or... other similar event with respect to the Acquiror Common Stock (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 Acquiror or 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: (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 ceased to be outstanding; (c) such securities have been sold without registration pursuant to Rule 144; or (d) such securities have been sold to, or through, a broker, dealer or underwriter in a public offering. Notwithstanding anything to the contrary contained herein, a Person shall be deemed to be an "Investor holding Registrable Securities" (or words to that effect) under this Agreement only if they are an Investor or a transferee of the applicable Registrable Securities (so long as they remain Registrable Securities) of any Investor permitted under this Agreement and the Lock-Up Agreement. View More

Registrable Securities. Means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock; (ii) the Caltech Registrable Securities, provided, however, that such Caltech Registrable Securities shall not be deemed Registrable Securities and Caltech shall not be deemed a Holder for the purposes of Subsections 2.1, 2.10, 3.1, 3.2 and 6.6; and (ii) any 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; 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 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement. View More

Registrable Securities. Means the Class A Ordinary Shares, par value $0.001 per share, of the Company issued to the Holder upon exercise of the Warrant Deed, and any securities issued in respect thereof, or in substitution therefor, in connection with any share split, dividend or combination, or any reclassification, recapitalization, merger, consolidation or similar transaction. Shares held by or on behalf of a Holder which (a) have been sold to or through a broker, dealer or underwriter in a distribution to the... public or otherwise on or through the facilities of the national securities exchange, national securities association or automated quotation system on which the Company's capital stock is listed, (b) are subject to a registration statement with respect to the sale of such shares has become effective under the Securities Act and such shares have been disposed of in accordance with such registration statement, or (c) are eligible for sale under Rule 144 promulgated under the Securities Act, in each case of clauses (a) through (c) above will not be considered Registrable Securities for purposes of the piggyback provisions of this Agreement. View More