Registerable Securities. The term "Registerable Securities" shall mean the shares of common stock of the Company or shares as converted into common stock of the Company ("Common Stock") listed on Exhibit A received by the Stockholders pursuant to the Acquisition Agreement, and any 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 Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities 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 Exchange Commission and such registration statement has been continuously effective for a 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 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.
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Registerable Securities. The term "Registerable Securities" shall mean (i) any of the shares of common stock Common Stock sold in the Offering, (ii) the shares of Common Stock underlying the Company or shares as converted into common stock of the Company ("Common Stock") listed on Exhibit A received by the Stockholders pursuant warrants issued to the Acquisition Agreement, and any other securities received Agents or their designees as compensation in connection with the Offering, and (iii) any stock splitCommon Stock issued as (or issuable upon the conversion or exercise of any warrant, stock dividend, merger, reorganization, recapitalization, reclassification right or other security that is issued as) a dividend or other distribution payable with respect to, or issuable upon such in exchange for, or in replacement of, the shares of Common Stockreferenced in (i) and (ii) above. For the purposes of this Agreement, securities will cease to be Registerable Securities 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 Exchange Commission and such registration statement has been continuously effective for a period of nine (9) months, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act Act, or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 145 144A promulgated under the Securities Act, (B) such Registrable Securities are eligible for immediate resale pursuant to Rule 144(k) promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law laws 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 transfertransfer and such Registrable Securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act.
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Samples: Registration Rights Agreement (Dwango North America Corp)
Registerable Securities. The term "Registerable Securities" shall mean (i) any of the shares of common stock Common Stock underlying the Warrants or Notes sold in the Offering, (ii) the shares of Common Stock underlying the Company or shares as converted into common stock of the Company ("Common Stock") listed on Exhibit A received by the Stockholders pursuant warrants issued to the Acquisition Agreement, and any other securities received Agents or their designees as compensation in connection with the Offering, and (iii) any stock splitCommon Stock issued as (or issuable upon the conversion or exercise of any warrant, stock dividend, merger, reorganization, recapitalization, reclassification right or other security that is issued as) a dividend or other distribution payable with respect to, or issuable upon in exchange for, or in replacement of, such shares of Common Stockshares. For the purposes of this Agreement, securities will cease to be Registerable Securities 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 Exchange Commission and such registration statement has been continuously effective for a period of nine (9) months, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act Act, or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 145 144A promulgated under the Securities Act, (B) such Registerable Securities are eligible for immediate resale pursuant to Rule 144(k) promulgated under the Securities Act, (C) such Registerable Securities are registered pursuant to an effective registration statement, or (CD) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law laws 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 transfertransfer and such Registerable Securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act.
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Samples: Registration Rights Agreement (Dwango North America Corp)
Registerable Securities. The term "Registerable Securities" shall mean (i) any of the shares of common stock of the Company or shares as converted into common stock of the Company stock, par value $.001 per share ("Common Stock") listed on Exhibit A received by ), of the Stockholders Company issued to the Rightsholders pursuant to the Acquisition Merger Agreement, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification security that is issued as) a dividend or other distribution payable with respect to, or issuable upon such in exchange for, or in replacement of, the shares of Common Stockreferenced in (i) above. For the purposes of this Agreement, securities will cease to be Registerable Securities 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 Exchange Commission and such registration statement has been continuously effective for a period of nine (9) months, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act Act, or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules Rule 144 and 145 promulgated under the Securities Act, (B) such Registerable Securities are eligible for immediate resale (in full as to each Rightholder) pursuant to Rule 144 promulgated under the Securities Act, (C) such Registerable Securities have been registered pursuant to an effective registration statement, or (CD) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law laws 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 transfertransfer and such Registerable Securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act.
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Samples: Registration Rights Agreement (Dwango North America Corp)