Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each increase in the number thereof included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the Commission. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated the portion of the then remaining number of the applicable Registrable Securities included in such Registration Statement allocable to the transferor. Except with respect to any securities indicated in Exhibit C that may be included in any Registration Statement with the Registrable Securities, in no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Investors holding at least a majority in interest of the applicable Registrable Securities, determined as if all Shares and Warrants then outstanding had been converted and exercised for Conversion Shares and Warrant Shares without regard to any limitations on exercise of the Shares and the Warrants (the "Required Holders").
Appears in 3 contracts
Samples: Registration Rights Agreement (Minrad International, Inc.), Registration Rights Agreement (Minrad International, Inc.), Registration Rights Agreement (Minrad International, Inc.)
Allocation of Registrable Securities. The initial number of Registrable Securities Conversion Shares and Warrant Shares included in any Registration Statement and each increase in the number thereof of Conversion Shares or Warrant Shares included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities Conversion Shares or Warrant Shares (determined as if all of the Notes held by Investors then outstanding have been converted into Conversion Shares and all Warrants then outstanding have been exercised for Warrant Shares without regard to any limitations on conversion of the Notes or exercise of the Warrants) held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities Conversion Shares and Warrant Shares or increase thereof is declared effective by the Commission. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated the portion of the then remaining number of the applicable Registrable Securities included in such Registration Statement allocable to the transferor. Except with respect to any securities indicated in Exhibit C that may be included in any Registration Statement with the Registrable Securities, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Investors holding at least a majority in interest of the applicable Registrable SecuritiesConversion Shares or Warrant Shares, determined as if all of the Notes held by Investors then outstanding have been converted into Conversion Shares and all Warrants then outstanding had have been converted and exercised for Conversion Shares and Warrant Shares without regard to any limitations on conversion of the Notes or exercise of the Shares and the Warrants (the "Required Holders")Warrants.
Appears in 2 contracts
Samples: Registration Rights Agreement (Rockford Corp), Securities Purchase Agreement (Rockford Corp)
Allocation of Registrable Securities. The initial number of Registrable Securities Conversion Shares or Warrant Shares included in any Registration Statement and each increase in the number thereof of Conversion Shares and Warrant Shares included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities Conversion Shares and Warrant Shares covered by that Registration Statement (determined as if all of the Notes held by Investors then outstanding have been converted into Conversion Shares and all Warrants then outstanding have been exercised for Warrant Shares, without regard to any limitations on conversion of the Notes or exercise of the Warrants) held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities Conversion Shares and Warrant Shares or increase thereof is declared effective by the Commission. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated the portion of the then remaining number of the applicable Registrable Securities included in such Registration Statement allocable to the transferor. Except with respect to any securities indicated in Exhibit C that may be included in any Registration Statement with the Registrable Securities, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Investors holding at least a majority in interest of the applicable Registrable SecuritiesConversion Shares and Warrant Shares covered by that Registration Statement, determined as if all of the Notes held by Investors then outstanding have been converted into Conversion Shares and all Warrants then outstanding had have been converted and exercised for Conversion Shares and Warrant Shares without regard to any limitations on conversion of the Notes or exercise of the Shares and the Warrants (the "Required Holders")Warrants.
Appears in 1 contract
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and each increase in the number thereof of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities (determined as if all of the Notes held by Investors then outstanding have been converted into Conversion Shares and all Warrants then outstanding have been exercised for Warrant Shares without regard to any limitations on conversion of the Notes or exercise of the Warrants) held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the Commission. In the event that an Investor sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated the portion of the then remaining number of the applicable Registrable Securities included in such Registration Statement allocable to the transferor. Except with respect to any securities indicated in Exhibit C that may be included in any Registration Statement with the Registrable Securities, in In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Investors holding at least a majority in interest of the applicable Registrable Securities, determined as if all of the Notes held by Investors then outstanding have been converted into Conversion Shares and all Warrants then outstanding had have been converted and exercised for Conversion Shares and Warrant Shares without regard to any limitations on conversion of the Notes or exercise of the Shares and the Warrants (the "Required Holders")Warrants.
Appears in 1 contract
Samples: Registration Rights Agreement (Champps Entertainment Inc/ Ma)