Common use of Registerable Securities Clause in Contracts

Registerable Securities. The term "REGISTERABLE SECURITIES" shall mean any of the Conversion Shares, including any shares of the Company's Common Stock or other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon shares of the Company's Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities upon the earliest to occur of (A) a registration statement under the Securities Act covering such Registerable Securities has been declared effective and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained effective for 270 consecutive days, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 144A promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "REGISTERABLE SECURITIESRegisterable Securities" shall mean any the shares of common stock of the Conversion SharesCompany ("Common Stock") listed on Exhibit A received by the Stockholders pursuant to the Acquisition Agreement, including and any shares of the Company's Common Stock or other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon such shares of the Company's Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities upon the earliest to occur of when (A) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering such Registerable Securities has been declared effective by the Securities and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) Exchange Commission and such registration statement has remained been continuously effective for 270 consecutive daysa period of nine (9) months, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 144A 145 promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "REGISTERABLE SECURITIESRegisterable Securities" shall mean any of the Conversion Shares, including any shares of Common Stock, par value $.001 per share, of the Company's Company ("Common Stock Stock") received by the Stockholders pursuant to the Merger Agreement whether on the Closing Date or thereafter and upon conversion of the convertible notes issued pursuant to the Merger Agreement and other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon such shares of the Company's Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities upon the earliest to occur of when (A) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering such Registerable Securities has been declared effective by the Securities and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) Exchange Commission and such registration statement has remained been continuously effective for 270 consecutive daysa period of nine (9) months after the expiration of the period specified in section 2(b) of the Lock-up Agreements of even date herewith between the Company and each of Stockholders, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 144A promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "REGISTERABLE SECURITIESRegisterable Securities" shall mean any the shares of Capital Stock of the Conversion SharesCompany issued pursuant to the Settlement Agreement, including any shares of the Company's Common Stock or other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon shares of the Company's Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities upon the earliest to occur of when (A) a registration statement under the Securities Act of 1933, as amended (the "Securities Act") covering such Registerable Securities has been declared effective by the Securities and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) Exchange Commission and such registration statement has remained been continuously effective for 270 consecutive daysa period of nine (9) months, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 144A promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "REGISTERABLE SECURITIESRegisterable Securities" shall mean any of the Conversion Sharesshares of Capital Stock of the Company, including any shares of the Company's Common Stock or other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon shares of the Company's Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities upon the earliest to occur of when (A) a registration statement under the Securities Act covering such Registerable Securities has been declared effective and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained been effective for 270 consecutive daysnine (9) months after the expiration of the period specified in section 2(d) of the Lock-up Agreements of even date herewith between the Company and each of Stockholders, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 144A promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "REGISTERABLE SECURITIESRegisterable Securities" shall mean any the shares of common stock, par value $.001 per share, of the Conversion SharesCompany ("Common Stock") listed on Exhibit A received by the Stockholders pursuant to the Merger Agreement, including and any shares of the Company's Common Stock or other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon such shares of the Company's Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities upon the earliest to occur of when (A) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering such Registerable Securities has been declared effective by the Securities and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) Exchange Commission and such registration statement has remained been continuously effective for 270 consecutive daysa period of nine (9) months, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 144A 145 promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "REGISTERABLE SECURITIESRegisterable Securities" shall mean any of the Conversion Sharesshares of Parent Preferred Stock issuable as Merger Consideration pursuant to this Agreement and the shares of Parent Common Stock issuable upon conversion of the shares of Parent Preferred Stock issuable as Merger Consideration pursuant to this Agreement, including any shares of the Company's Parent Common Stock or other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon shares of the Company's Parent Common Stock. For the purposes of this AgreementSection 6.1, securities will cease to be Registerable Securities upon the earliest to occur of when (A) a registration statement under the Securities Act covering such Registerable Securities has been declared effective and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained effective for 270 consecutive days, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited towithout limitation, Rules 144 and 144A promulgated under the Securities Act, Act or (C) such Registerable Securities have been otherwise transferred and the CompanyParent, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "REGISTERABLE SECURITIESRegisterable Securities" shall mean any of the Conversion Sharesshares of Capital Stock of the Company, including any shares of the Company's Common Stock or other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon shares of the Company's Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities upon the earliest to occur of when (A) a registration statement under the Securities Act covering such Registerable Securities has been declared effective and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained been effective for 270 consecutive daysnine (9) months after the expiration of the period specified in section 2(b) of the Lock-up Agreements of even date herewith between the Company and each of Stockholders, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 144A promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "REGISTERABLE SECURITIESRegisterable Securities" shall mean any the shares of Common Stock of the Conversion SharesCompany which (A) were acquired by the Purchasers, including pursuant to their respective Subscription Agreements and the Common Stock issuable upon the exercise of the Common Stock Purchase Option (the "Option") issued by the Company to Ronald Altman (the "Xxxxxx Xxxxer") pursuant to the Altman Letter, ixxxxxxng, in each case, any shares of the Company's Common Stock or other securities received in connection with any stock split, stock dividenddivided, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon shares of the Company's Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities upon the earliest to occur of when (A) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering such Registerable Securities has been declared effective and (1) either such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained been effective for 270 consecutive daysnot less than 24 months, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 144A promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.