Registrable Securities

Registrable Securities. (i) Closing Date Conversion Shares, (ii) the shares of Common Stock that are issuable upon the conversion of the Preferred Stock issued pursuant to the Purchase Agreement Notes and upon exercise of the Warrants and the Placement Agent Warrants, and (iii) (ii) any other securities issued or issuable with respect to or in exchange for such shares, the Shares, whether by merger, charter amendment, or otherwise; provided, that, (1) in no event will any share of Common Stock Share acquired upon ... class="diff-color-red">conversion of such Preferred Stock or exercise of the Warrants or Placement Agent Warrants prior to the effectiveness of the Initial Registration Statement be deemed a Registrable Security and (2) 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 a Holder pursuant to Rule 144 View More

Found in ENDRA Life Sciences Inc. contract

Registrable Securities. (i) Closing Date Conversion Shares, (ii) the shares of Common Stock that are issuable upon the conversion of the Preferred Stock issued pursuant to the Purchase Agreement and upon exercise of the Warrants and the Placement Agent Warrants, and (iii) (ii) any other securities issued or issuable with respect to or in exchange for such shares, whether by merger, charter amendment, or otherwise; provided, that, (1) in no event will any share of Common Stock acquired upon conversion of such Preferred... Stock or exercise of the Warrants or Placement Agent Warrants prior to the effectiveness of the Initial Registration Statement be deemed a Registrable Security and (2) 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 a Holder pursuant to Rule 144 View More

Registrable Securities. Means (i) the Purchase Shares, Conversion Shares and (ii) any shares of capital stock issued or issuable with respect to the Purchase Shares as a result of any stock split, stock dividend, recapitalization, reclassification, merger, consolidation, exchange or similar event.

Registrable Securities. Means (i) The Purchase Shares issued or issuable to the Purchase Shares, Seller, and (ii) any shares of capital stock Common Stock issued or issuable with respect to the Purchase Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event.

Registrable Securities. Each Security and, if issued, each Private Exchange Note Security until (i) the date on which such Security has been exchanged by a Person other than a Participating Broker-Dealer for an Exchange Note Security in the Exchange Offer, (ii) following the exchange by a Participating Broker-Dealer in the Exchange Offer of a Security for an Exchange Note, Security, the date on which such Exchange Note Security is sold to a purchaser who receives from such Participating Broker-Dealer on or prior to... the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, as amended or supplemented, (iii) the date on which such Security or Private Exchange Note, Security, as the case may be, has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement, (iv) the date such Security or Private Exchange Note, Security, as the case may be, shall have been otherwise transferred by the Holder thereof and a new Security not bearing a legend restricting further transfer shall have been delivered by the Issuer and subsequent disposition of such Security shall not require registration or qualification under the Securities Act or any similar state law then in force or (v) such Security or Private Exchange Note, Security, as the case may be, ceases to be outstanding. outstanding View More

Registrable Securities. Each Shall mean each Security and, if issued, each Private Exchange Note Security until (i) the date on which such Security has been exchanged by a Person other than a Participating Broker-Dealer for an Exchange Note Security in the Exchange Offer, (ii) following the exchange by a Participating Broker-Dealer in the Exchange Offer of a Security for an Exchange Note, Security, the date on which such Exchange Note Security is sold to a purchaser who receives from such Participating Broker-Dealer... on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, as amended or supplemented, (iii) the date on which such Security or Private Exchange Note, Security, as the case may be, has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement, (iv) the date on which such Security or Private Exchange Note, Security, as the case may be, is eligible for distribution to the public pursuant to Rule 144(k) under the Securities Act (or any similar provision then in force, but not Rule 144A under the Securities Act), (v) the date such Security or Private Exchange Security, as the case may be, shall have been otherwise transferred by the Holder holder thereof and a new Security not bearing a legend restricting further transfer shall have been delivered by the Issuer and subsequent disposition of such Security shall not require registration or qualification under the Securities Act or any similar state law then in force or (v) (vi) such Security or Private Exchange Note, Security, as the case may be, ceases to be outstanding. View More

Registrable Securities. Means all of the Conversion Shares (as defined in the Purchase Agreement) (the “Conversion Shares”) which may, from time to time, be issued to the Investor under the Note Debentures (as defined in the Purchase Agreement) (the “Note”), “Debentures”) that the Company has issued to the Investor and for which the Company has received purchase price for, without regard to any limitation on beneficial ownership, all of the Exercise Warrant Shares (as defined in the Purchase Agreement) (the “Exercise “Warrant Shares”) which may, from time to time, be issued to the Investor Peak One Investments, LLC (“Investments”) under the Warrant Warrants (as defined in the Purchase Agreement) (the “Warrant”), “Warrants”), without regard to any limitation on beneficial ownership, all of and the Commitment Shares (as defined in the Purchase Agreement) (the “Commitment Shares”), Shares”) (which shall be issued to Investor and Investments pursuant to the Purchase Agreement), and shares of Common Stock issued to the Investor and Investments as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on beneficial ownership in the the Purchase Agreement, Note, Debentures or Warrant. Warrants. View More

Registrable Securities. Means all of the Commitment Shares (as defined in the Purchase Agreement) (the “Commitment Shares”), Conversion Shares (as defined in the Purchase Agreement) (the “Conversion Shares”) which may, from time to time, be issued to the Investor under the Note (as defined in the Purchase Agreement) (the “Note”), without regard to any limitation on beneficial ownership, all of the Exercise Warrant Shares (as defined in the Purchase Agreement) (the “Exercise “Warrant Shares”) which may, from time to... time, be issued to the Investor under the Warrant Warrants (as defined in the Purchase Agreement) (the “Warrant”), “Warrants”), without regard to any limitation on beneficial ownership, all of the Commitment Shares (as defined in the Purchase Agreement) (the “Commitment Shares”), and shares of Common Stock issued to the Investor as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on beneficial ownership in the purchases under the Purchase Agreement, Note, or Warrant. Warrants. 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 effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 under the Securities Act are met, (iii) such securities become 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(c)(1), as set forth in a written opinion letter to such effect, addressed, delivered and reasonably acceptable to the applicable transfer agent and the holders of such securities, or (iv) such securities have ceased to be outstanding. View More

Registrable Securities. The Series A Shares issued to the Stockholders pursuant to the Purchase Agreement and Means the shares of Common Stock that may be issued to the Stockholders Investors upon exercise of the Warrants, Warrants (including any PIK Warrants (as defined in the Purchase Agreement) issued pursuant to Section 1.4 thereof), and any securities issued in respect of such Registrable Securities by reason of or in connection with any dividend, distribution, split, purchase in any rights offering or in... connection with any exchange for or replacement of such Registrable Securities or any combination of securities, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Series A Shares or the Common Stock Registrable Securities until, with respect to such Registrable Security, the earliest to occur of (i) (a) the date on which it has been first registered effectively pursuant to the Securities Act and disposed of in accordance with the Registration Statement relating to it, (ii) (b) the date on which either it is distributed to the public pursuant to Rule 144 (or any similar provision then in effect) or, in the opinion of counsel to the Corporation, is eligible for sale pursuant to Rule 144 in a single sale without any limitation as to volume, manner of sale or current public information with respect to the Corporation, (iii) (c) the date on which the Holder of such Registrable Securities no longer beneficially owns at least one percent (1%) of the total number of shares of Common Stock outstanding or the total (or Warrants exercisable for such number of Series A Shares outstanding, shares of Common Stock) or (iv) (d) the date on which such Registrable Security is redeemed by the Corporation. View More

Registrable Securities. Means the Shares; provided, however, that Registrable Securities shall not include: (i) any Shares that have been registered under the Securities Act and disposed of pursuant to an effective Registration Statement or otherwise transferred to a Person who is not entitled to the registration and other rights hereunder; (ii) any Shares that have been sold or transferred by the Holder thereof pursuant to Rule 144 (or any similar provision then in force under the Securities Act) and the transferee... thereof does not receive restricted securities as defined in Rule 144; and (iii) any Shares that are eligible for resale without restriction (including any limitation thereunder on volume or manner of sale) and without the need for current public information pursuant to any provision of Rule 144 (or any similar provision then in effect) under the Securities Act; and (iv) any Shares that cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise). View More

Registrable Securities. Means the Securities; provided, however, that such Securities shall cease to be Registrable Securities when (i) such Securities shall cease to be outstanding (including, in the case of the Notes, upon conversion into Shares); (ii) circumstances contemplated by Section 2(a), a registration statement registering such Securities under the Securities Act has been declared or becomes effective and such Securities have been sold or otherwise transferred or disposed of by the Holder thereof pursuant... to such effective registration statement; (iii) (ii) such Securities are sold or distributed pursuant to Rule 144 under circumstances in which any legend borne by such Securities relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed pursuant to the Indenture; or (iv) such Securities are eligible to be sold pursuant to Rule 144(k) or any successor provision (assuming provision; or (iii) such Securities are not then owned, and were not previously owned shall cease to be outstanding (including, in the immediately preceding two-year period, by an Affiliate case of the Company) Notes, upon conversion into Shares) View More

Registrable Securities. Initially Common Shares delivered, or to be delivered, to each Shareholder pursuant to the terms of the Purchase Agreement, being initially that number of Common Shares set forth opposite each Shareholder's name on Exhibit A; A and shall include when issued Common Shares delivered to the applicable Shareholders representing the Deferred Weatherford Stock Consideration; provided, however, that a Registrable Security shall cease to be a Registrable Security upon the earlier of the time (a) the... Registrable Security has been sold or disposed of in accordance with the Registration Documents, or (b) such Registrable Security has been, or can be in a single transaction and without restriction, disposed of pursuant to any section of Rule 144 (or any similar provision then in force) under the Securities Act View More

Registrable Securities. Shall mean (i) the CSMC Yu Shares, (ii) those shares of the Company's common stock issued or issuable to the Other Shareholders and to be registered as described above, and (iii) any securities of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of the Company's common stock referred to in (i) or (ii) above; provided, that Registrable Securities shall not include (a) such securities as are eligible for sale pursuant to... Rule 144(k) (or any successor provision thereto) under the Securities Act ("Rule 144(k)"), or (b) such securities as have been registered under the Securities Act and subsequently sold by the Holder. View More

Registrable Securities. All or any of the Notes issued from time to time under the Indenture in registered form, and the shares of Common Stock issued or issuable upon conversion of such Notes; provided, however, that any such Securities shall cease to be Registrable Securities at upon the earlier earliest to occur of when (i) a Shelf Registration Statement with respect to such Securities shall have been declared effective or otherwise become effective under the 1933 Act and such Securities shall have been disposed of... pursuant to such Shelf Registration Statement, (ii) such Securities have been sold to the public pursuant to Rule 144 or may be sold or transferred pursuant to Rule l44(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act by holders who are not "affiliates" of the Company, Act, or (iii) such Securities shall have ceased to be outstanding View More