Teachers Registrable Securities

Teachers Registrable Securities. Means (i) any shares of Class C Common Stock issued to Teachers pursuant to the Securities Purchase Agreement, (ii) any shares of Class A Common Stock issued upon the conversion of any Class C Common Stock issued to Teachers pursuant to the Securities Purchase Agreement, (iii) any shares of Common Stock issued or issuable with respect to the securities referred to in clause (i) or (ii) above by way of exchange, dividend, distribution, split or combination of securities, or any recapitalization,... merger, consolidation or other reorganization, and (iv) any other shares of Common Stock held by Teachers or its Affiliates. As to any particular Teachers Registrable Securities, such securities shall cease to be Teachers Registrable Securities when they (1) have been distributed to the public pursuant to an offering registered under the Securities Act, (2) have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or could be sold to the public through a broker, dealer or market maker in compliance with Rule 144(e)(1)(i) and disregarding clauses (ii) and (iii) of Rule 144(e)(1) and disregarding Rule 144(k) under the Securities Act (or any similar rule then in force) or (3) have been repurchased by the Company or any of its subsidiaries. View More