Registrable Security

Registrable Security. Shall mean (a) the Founder Shares (including any shares of Common Stock or other equivalent equity security issued or issuable upon the conversion of any such Founder Shares or exercisable for shares of Common Stock), (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (c) the Working Capital Warrants (including any shares of Common Stock issued or issuable upon the exercise of the Working Capital... Warrants), (d) any outstanding shares of Common Stock or any other equity security (including warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise of warrants or any other equity security) of the Company held by a Holder immediately following the Closing (including any securities distributable pursuant to the Merger Agreement), (e) any Additional Holder Common Stock, (f) the Sponsor Earnout Shares (whether or not issued to the Sponsor as of any applicable time), and (g) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b), (c), (d), (e) or (f) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (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 by the applicable Holder; (ii) so long as such Holder and its affiliates beneficially own less than one percent (1%) of the outstanding shares of the Common Stock in the aggregate, new certificates for such securities 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 such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) so long as such Holder and its affiliates beneficially own less than one percent (1%) of the outstanding shares of the Common Stock in the aggregate, such securities may be freely sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (including with no volume or other restrictions or limitations including as to manner or timing of sale); (v) such securities have been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 145 promulgated under the Securities Act or any successor rules promulgated under the Securities Act; and (vi) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. View More

Registrable Security. (i) 150% of the Conversion Shares, (ii) the Dividend Shares, (iii) if applicable, the AIR Shares, and (iv) any capital stock of the Company issued or issuable with respect to the Conversion Shares or the Series AA Preferred as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversion of the Series AA Preferred; provided, however, that a security shall cease to be a Registrable Security upon sale... pursuant to the Registration Statement or Rule 144 View More

Registrable Security. Each Unit, upon original issuance thereof, and at all times subsequent thereto, including upon the transfer thereof by the original Holder or any subsequent Holder, and each unit or other security issued in respect of any Registrable Security because of or in connection with any dividend, distribution, split or purchase in any rights offering or in connection with any exchange for or replacement of such Registrable Security or any combination of units, recapitalization, merger or consolidation,... or any other equity securities issued pursuant to any other pro rata distribution with respect to the Registrable Securities, until the earliest to occur of: (i) the date on which it has been sold pursuant to a registration statement or sold pursuant to Rule 144; (ii) the date on which it is saleable, in the opinion of counsel to the Partnership, without registration under the Act, pursuant to Rule 144(k); (iii) the date on which it is saleable, without restriction, pursuant to an available exemption from registration under the Act; or (iv) the date on which it is sold to the Partnership or its subsidiaries. View More

Registrable Security. Means (i) any Common Stock issuable to a Holder upon redemption of Class B Common Units pursuant to the OP Partnership Agreement, (ii) any other securities issued by the Company in exchange for any such Common Stock and (iii) any securities issued by the Company as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding Registrable Securities into a greater number of Common Stock (by reclassification, stock split or otherwise),... excluding (i) Common Stock which have been disposed of under the Registration Statement or any other effective Registration Statement, (ii) Common Stock sold or otherwise transferred pursuant to Rule 144 under the Securities Act, (iii) Common Stock which is held by Holders who are not affiliates of the Company which is eligible for sale pursuant to Rule 144(k) under the 1 Securities Act and (iv) Common Stock held by each Holder who is an affiliate of the Company if all of such Common Stock is eligible for sale pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with the volume limitations contained in Rule 144(e)(1)(i) under the Securities Act. View More

Registrable Security. Shall mean any (i) Shares, (ii) securities of the Company convertible into or exchangeable or exercisable for Shares, and (iii) options, rights, warrants and similar securities issued by the Company giving the Holder thereof the right to acquire Shares, provided, however, that all Registrable Securities shall cease to be Registrable Securities once they have been sold pursuant to a registration statement or such Shares are transferred pursuant to Rule 144 or are eligible to be sold without... restriction pursuant to Rule 144. View More