Common use of Allocation of Registrable Securities Clause in Contracts

Allocation of Registrable Securities. The initial number of Conversion Shares included in any Registration Statement and each increase in the number of Conversion Shares included therein shall be allocated pro rata among the Investors based on the number of Conversion Shares (determined as if all of the Notes held by Investors then outstanding have been converted into Conversion Shares without regard to any limitations on conversion of the Notes) held by each Investor at the time the Registration Statement covering such initial number of Conversion 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 Registrable Securities included in such Registration Statement allocable to the transferor. 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 of the Conversion Shares, determined as if all of the Notes held by Investors then outstanding have been converted into Conversion Shares without regard to any limitations on conversion of the Notes.

Appears in 2 contracts

Samples: Registration Rights Agreement (Jameson Inns Inc), Registration Rights Agreement (Quixote Corp)

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Allocation of Registrable Securities. The initial number of Conversion Shares included in any Registration Statement and each increase in the number of Conversion Shares included therein shall be allocated pro rata among the Investors based on the number of Conversion Shares (determined as if all of the Convertible Notes held by Investors then outstanding have been converted into Conversion Shares without regard to any limitations on conversion of the Convertible Notes) held by each Investor at the time the Registration Statement covering such initial number of Conversion 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 Registrable Securities included in such Registration Statement allocable to the transferor. 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 of the Conversion Shares, determined as if all of the Convertible Notes held by Investors then outstanding have been converted into Conversion Shares and without regard to any limitations on conversion of the Convertible Notes.

Appears in 2 contracts

Samples: Registration Rights Agreement, Convertible Notes Registration Rights Agreement (Viropharma Inc)

Allocation of Registrable Securities. The initial number of Conversion Warrant Shares included in any Registration Statement and each increase in the number of Conversion Warrant Shares included therein shall be allocated pro rata among the Investors based on the number of Conversion Warrant Shares (determined as if all of the Notes Warrants held by Investors then outstanding have been converted into Conversion exercised for Warrant Shares without regard to any limitations on conversion exercise of the NotesWarrants) held by each Investor at the time the Registration Statement covering such initial number of Conversion 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 Registrable Securities included in such Registration Statement allocable to the transferor. 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 of the Conversion Warrant Shares, determined as if all of the Notes Warrants held by Investors then outstanding have been converted into Conversion exercised for Warrant Shares and without regard to any limitations on conversion exercise of the NotesWarrants.

Appears in 1 contract

Samples: Initial Registration Rights Agreement (Viropharma Inc)

Allocation of Registrable Securities. The initial number of Conversion Shares and Warrant Shares included in any Registration Statement and each increase in the number of Conversion Shares Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Conversion Shares (determined as if all of the Notes held by Investors then outstanding have been converted into Conversion Shares without regard to any limitations on conversion of the Notes) Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Conversion Shares 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 's Registrable Securities, each transferee shall be allocated the portion of the then remaining number of Registrable Securities Conversion Shares and Warrant Shares included in such Registration Statement allocable to the transferor. 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 of the Conversion Shares and 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 NotesNotes or on the exercise of the Warrants.

Appears in 1 contract

Samples: Registration Rights Agreement (Electroglas Inc)

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Allocation of Registrable Securities. The initial number of Conversion Shares Registrable Securities included in any Registration Statement and each increase in the number of Conversion Shares thereof included therein shall be allocated pro rata among the Investors based on the number of Conversion Shares Registrable Securities held by each Investor (determined as if assuming conversion of all of the Notes held by Investors then outstanding have been converted into Conversion Shares such Investor on that date, without regard to any limitations on conversion of the Notesconversion) held by each Investor at the time the Registration Statement covering such initial number of Conversion Shares 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. 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 Conversion Sharesapplicable Registrable Securities, determined as if all of the Notes held by Investors then outstanding have had been converted into for Conversion Shares without regard to any limitations on conversion of the NotesNotes (the “Required Holders”).

Appears in 1 contract

Samples: Securities Purchase Agreement (Minrad International, Inc.)

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