Common use of Registrable Securities Clause in Contracts

Registrable Securities. As used herein the terms "Registrable Security" means each of the shares of Common Stock (i) issued upon the conversion of the Series A Stock (the "Conversion Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable Security" means each of the Warrants, the Shares, the Underlying Warrants, the Underlying Warrant Shares and any shares of Common Stock (i) issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion Shares") such Shares or (ii) upon exercise of the Warrants (the "Underlying Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate subsequent public distribution of such security, or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Article 7.

Registrable Securities. As used herein herein, the terms "term “Registrable Security" ” means each of the Warrant Shares and any shares of Common Stock (i) issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion Shares") or (ii) upon exercise of the Warrants (the "such Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate Holder for subsequent public distribution of such securitysecurity without regard to volume restrictions under Rule 144 (including Rule 144(a)) promulgated under the Securities Act or otherwise, or (iii) it has ceased to be outstanding. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" Security as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Section5.

Registrable Securities. As used herein the terms term "Registrable Security" means each the Common Stock of the shares of Common Stock (i) Company issued upon under the conversion Purchase Agreement or as the result of the Series A Stock (execution of warrants issued under that Agreement or the "Conversion Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), Consulting Agreement; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities 1933 Act"), ) and disposed of pursuant thereto, or (bii) registration under the Securities 1933 Act is no longer required for the immediate public distribution of such securitysecurity as a result of the provisions of Rule 144 promulgated under the 1933 Act, or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." . In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" Security as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Section.

Registrable Securities. As used herein herein, the terms "term “Registrable Security" ” means each of the Warrant Shares and any shares of Common Stock (i) issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion Shares") or (ii) upon exercise of the Warrants (the "such Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate Holder for subsequent public distribution of such securitysecurity without regard to volume restrictions under Rule 144 (including Rule 144(a)) promulgated under the Securities Act or otherwise, or (iii) it has ceased to be outstanding. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" Security as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 15.

Registrable Securities. As used herein herein, the terms term "Registrable Security" means each of the Warrants, the Shares, and any shares of Common Stock (i) issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion such Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate Holder for subsequent public distribution of such securitysecurity under Rule 144(k) promulgated under the Act or otherwise, or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Article 7.

Registrable Securities. As used herein the terms term "Registrable Security" means each of the Warrants, the Shares, the Unit Warrants, the Unit Warrant Shares and any shares of Common Stock (i) issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion Shares") such Shares or (ii) upon exercise of the Warrants (the "Unit Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate subsequent public distribution of such securitysecurity or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Article 7.

Registrable Securities. As used herein the terms "“Registrable Security" ” means each of the shares of Common Stock (i) issued upon the conversion of the Series A B Stock (the "“Conversion Shares"”) or (ii) upon exercise of the Warrants (the "“Warrant Shares"”), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "“Registrable Security" ” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms "Registrable SecurityREGISTRABLE SECURITY" means each of the shares of Common Stock (i) issued upon the conversion of the Series A Stock (the "Conversion SharesCONVERSION SHARES") or (ii) upon exercise of the Warrants (the "Warrant SharesWARRANT SHARES"), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "Registrable SecuritiesREGISTRABLE SECURITIES" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms "Registrable Security" means each of the shares of Common Stock (i) issued upon the conversion of the Series A Stock Debentures (the "Conversion Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable Security" means each of the Shares and any shares of Common Stock (i) issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion such Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"); PROVIDED, provided, howeverHOWEVER, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate subsequent public distribution of such securitysecurity pursuant to Rule 144 under the Securities Act (or any successor provision), or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Article 7.

Registrable Securities. As used herein the terms "term “Registrable Security" ” means each of the shares of Common Stock (i) Stock, and any shares issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion Shares") or (ii) upon exercise such shares of the Warrants (the "Warrant Shares"), Common Stock; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate subsequent public distribution of such securitysecurity under Rule 144(k) promulgated under the Securities Act or otherwise, or (iii) it is no longer held by the Holder. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "“Registrable Security" ” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 18.

Registrable Securities. As used herein herein, the terms "term “Registrable Security" ” means each of the Warrants, the Units, and any shares of Common Stock (i) issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion Shares") such Warrants or (ii) upon exercise of the Warrants (the "Warrant Shares"), Units; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate Holder for subsequent public distribution of such securitysecurity under Rule 144(k) promulgated under the Act or otherwise, or (iii) it has ceased to be outstanding. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "“Registrable Security" ” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Article 7.

Registrable Securities. As used herein the terms "“Registrable Security" ” means each of the shares of Common Stock issued (i) issued upon the conversion of the Series A H Stock (the "“Conversion Shares"”) or and (ii) upon exercise of the Warrants (the "“Warrant Shares"”), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "“Registrable Security" ” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable SecurityREGISTRABLE SECURITY" means each of the shares of Common Stock (i) issued upon the conversion of the Series A Stock (the "Conversion Underlying Shares") or (ii) upon exercise of the Warrants (the ", Warrant Shares and Additional Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), ) and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate public distribution of such securitysecurity as a result of the provisions of Rule 144 promulgated under the Securities Act, or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable Security" means each of the shares of Common Stock (i) Warrants, the Units, the Underlying Shares, the Underlying Warrants, the Underlying Warrant Shares and any Ordinary Shares issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion Shares") such Underlying Shares or (ii) upon exercise of the Warrants (the "Underlying Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate subsequent public distribution of such securitysecurity or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common StockOrdinary Shares, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Article 7.

Registrable Securities. As used herein the terms term "Registrable Security" means each of the shares of Common Stock (i) issued upon Shares, the conversion Warrants and the Warrant Shares, as adjusted pursuant to the provisions of the Series A Stock (the "Conversion Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), Warrant; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), ) and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate public distribution of such securityRegistrable Security, or (iii) it has ceased to be outstanding. The the term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section Article 1.

Registrable Securities. As used herein herein, the terms "term “Registrable Security" ” means each of the Warrants, the Shares, and any shares of Common Stock (i) issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion such Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate Holder for subsequent public distribution of such securitysecurity under Rule 144(k) promulgated under the Act or otherwise, or (iii) it has ceased to be outstanding. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "“Registrable Security" ” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Article 7.

Registrable Securities. As used herein the terms "Registrable Security" means each of the shares of Common Stock (i) issued upon the conversion of the Series A I Stock (the "Conversion Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable Security" means each the Common Stock of the shares of Common Stock (i) Company issued upon under the conversion Purchase Agreement or as the result of the Series A Stock (the "Conversion Shares") or (ii) upon exercise execution of the Warrants (the "Warrant Shares"), warrants issued under that Agreement provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities 1933 Act"), ) and disposed of pursuant thereto, or (bii) registration under the Securities 1933 Act is no longer required for the immediate public distribution of such securitysecurity as a result of the provisions of Rule 144 promulgated under the 1933 Act, or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." . In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" Security as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Section.

Registrable Securities. As used herein the terms "term “Registrable Security" ” means each of the Shares, and any shares of Common Stock (i) issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion such Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate subsequent public distribution of such securitysecurity under Rule 144(k) promulgated under the Securities Act or otherwise, or (iii) it is no longer held by Angiotech. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "“Registrable Security" ” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 17.

Registrable Securities. As used herein the terms term "Registrable Security" means (a) each of the shares of Shares, and the Warrant Shares, and (b) any Common Stock of the Company issued as (i) issued upon or issuable on the conversion of the Series A Stock (the "Conversion Shares") or (ii) upon exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Warrants shares referenced in clause (the "Warrant Shares"), a) above; provided, however, that with respect to any particular Registrable SecuritySecurity held by an Investor, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such securityany particular Registrable Securities held by that Investor and its affiliates. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 15.

Registrable Securities. As used herein the terms term "Registrable Security" means each of the shares of Common Stock (i) issued upon Conversion Shares, as adjusted pursuant to the conversion provisions of the Series A Stock (the "Conversion Preferred Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), ) and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate public distribution of such securitysecurity as a result of the provisions of Rule 144 promulgated under the Securities Act of 1933, as amended, or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is 2 appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms "“Registrable Security" ” means each of the shares of Common Stock issued (i) issued upon the conversion of the Series A I Stock (the "“Conversion Shares"”) or and (ii) upon exercise of the Warrants (the "“Warrant Shares"”), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "“Registrable Security" ” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable Security" means each any of the shares of Common Stock (i) issued upon the conversion of the Series A Stock (the "Conversion Shares") or (ii) upon exercise of the Warrants (the "Shares and Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered for resale under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate public distribution of such securitysecurity as a result of the provisions of Rule 144(k) promulgated under the Securities Act, or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms "Registrable Security" means each of (i) the _______ Holders' Shares, (ii) all shares of Common Stock (i) issued upon the conversion of the Series A Stock (the "Conversion Shares") or (ii) issuable upon exercise of the Warrants (the "Warrant Shares"), and (iv) all of the ______ LMIC Principal Stockholders Shares; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms "“Registrable Security" ” means each of the shares of Common Stock (i) issued upon the conversion of the Series A E Stock (the "“Conversion Shares"”) or (ii) upon exercise of the Warrants (the "“Warrant Shares"”), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "“Registrable Security" ” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms "Registrable Security" means each of (i) the 333,333 Allegiant Shares, (ii) all shares of Common Stock (i) issued upon the conversion of the Series A Stock (the "Conversion Shares") or (ii) issuable upon exercise of the Warrants (the "Warrant Shares"), and (iv) all of the 666,667 LMIC Principal StockHolder Shares; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable SecurityREGISTRABLE SECURITY" means each of the Shares and any shares of Common Stock (i) issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion such Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"); PROVIDED, provided, howeverHOWEVER, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination determination, (i) that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate subsequent public distribution of such securitysecurity pursuant to Rule 144 under the Securities Act (or any successor provision), or (iii) it has ceased to be outstanding. The term "Registrable SecuritiesREGISTRABLE SECURITIES" means any and/or all of the securities falling within the foregoing definition of a "Registrable SecurityREGISTRABLE SECURITY." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable SecurityREGISTRABLE SECURITY" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 16.

Registrable Securities. As used herein the terms term "Registrable Security" means each of the shares of Common Stock (i) issued upon the conversion of the Series A Stock (Debentures or the "Conversion Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), Warrants; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), ) and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable Security" means each the Common Stock of the shares of Common Stock (i) Company issued upon under the conversion Purchase Agreement or as the result of the Series A Stock (execution of warrants issued under that Agreement or the "Conversion Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), Consulting Agreement; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities 1933 Act"), ) and disposed of pursuant thereto, or (bii) registration under the Securities 1933 Act is no longer required for the immediate public distribution of such securitysecurity as a result of the provisions of Rule 144 promulgated under the 1933 Act, or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." . In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" Security as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Section.

Registrable Securities. As used herein the terms "Registrable Security" means each of the shares of Common Stock (i) issued upon the conversion of the Series A Stock (the "Conversion Shares") to Holder or (ii) issuable to Holder upon exercise of the Warrants (the "Warrant Shares"), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable Security" means each of the Securities and any other shares of Common Stock (i) issued upon the conversion of the Series A Stock (the "Conversion Shares") or (ii) upon exercise of any other warrants held by Holders on the Warrants (date hereof issued by the "Warrant Shares"), Company; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities 1933 Act"), and disposed of pursuant thereto, or (bii) registration under the Securities 1933 Act is no longer required for the immediate public distribution of such securitysecurity as a result of the provisions of Rule 144 promulgated under the 1933 Act, or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities Securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable Security" means each of the shares of Common Stock (i) issued upon the conversion of the Series A Stock (the "Conversion Shares") or (ii) upon exercise of the Warrants (the "Underlying Shares and Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered for resale under the Securities Act of 1933, as amended (the "Securities Act"), ) and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate public distribution of such securitysecurity as a result of the provisions of Rule 144 with no limitations promulgated under the Securities Act, or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable Security" means each of the Shares and the shares of Common Stock (i) issued upon the conversion of the Series A Stock (the "Conversion Shares") or (ii) issuable upon exercise of the Warrants Warrant (as defined in the "Warrant Shares"Subscription Agreement), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate public distribution of such securitysecurity as a result of the provisions of Rule 144(k) promulgated under the Act, or (iii) it has ceased to be outstanding and, provided further, that the parties understand that, with respect to the shares of Common Stock issued or issuable upon exercise of the Warrant, the registration rights granted by this Agreement relate only to the resale of such shares. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common StockStock of the Company, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms "“Registrable Security" ” means each of the shares of Common Stock issued (i) issued upon the conversion of the Series A G Stock (the "“Conversion Shares"”) or and (ii) upon exercise of the Warrants (the "“Warrant Shares"”), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "“Registrable Security" ” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable Security" means each of the shares of Common Stock (i) issued upon Initial Shares, the conversion of Secondary Shares, the Series A Stock (Tertiary Shares, the "Conversion Reset Shares") or (ii) upon exercise of , the Warrants (Additional Shares and the "Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities 1933 Act"), ) and disposed of pursuant thereto, or (bii) registration under the Securities 1933 Act is no longer required for the immediate public distribution of such securitysecurity as a result of the provisions of Rule 144 promulgated under the 1933 Act, or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." . In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" Security as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Agreement.

Registrable Securities. As used herein the terms "Registrable Security" means each of the shares of Common Stock (i) issued upon the conversion of the Series A D Stock (the "Conversion Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable Security" means each of the Warrants, the Warrant Shares, and any shares of Common Stock (i) issued upon the conversion of the Series A Stock common stock (the "Conversion SharesCommon Stock") or (ii) other securities issued upon exercise conversion of the Warrants (the "such Warrant Shares or any stock split or stock dividend in respect of such Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate subsequent public distribution of such security, or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Article 7.

Registrable Securities. As used herein the terms "Registrable Security" means each of the shares of Common Stock (i) issued upon the conversion of the Series A Stock Debenture (the "Conversion Shares") or (ii) upon exercise of the Warrants Warrant (the "Warrant Shares"), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable Security" means each of the Warrants, the Shares, and any shares of Common Stock (i) issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion such Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate Holder for subsequent public distribution of such securitysecurity under Rule 144(k) promulgated under the Act or otherwise, or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Article 7.

Registrable Securities. As used herein the terms "Registrable Security" means each of (i) the 450,000 Holders' Shares and (ii) all 200,000 shares of Common Stock (i) issued upon the conversion of the Series A Stock (the "Conversion Shares") or (ii) issuable upon exercise of the Warrants Warrants, subject to the anti-dilution adjustments set forth therein (the "Warrant Shares")) (in the aggregate, the "Registrable Securities"; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms "“Registrable Security" ” means each of the shares of Common Stock (i) issued upon the conversion of the Series A D Stock (the "“Conversion Shares"”) or (ii) upon exercise of the Warrants (the "“Warrant Shares"”), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "“Registrable Security" ” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms term "Registrable SecurityREGISTRABLE SECURITY" means each of the Warrants, the Shares, the Underlying Warrants, the Underlying Warrant Shares and any shares of Common Stock (i) issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion Shares") such Shares or (ii) upon exercise of the Warrants (the "Underlying Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate subsequent public distribution of such security, or (iii) it has ceased to be outstanding. The term "Registrable SecuritiesREGISTRABLE SECURITIES" means any and/or all of the securities falling within the foregoing definition of a "Registrable SecurityREGISTRABLE SECURITY." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable SecurityREGISTRABLE SECURITY" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Article .

Registrable Securities. As used herein the terms "“Registrable Security" ” means each of the shares of Common Stock (i) issued upon the conversion of the Series A Stock (the "“Conversion Shares"”) or (ii) upon exercise of the Warrants (the "“Warrant Shares"”), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "“Registrable Security" ” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein herein, the terms term "Registrable SecurityREGISTRABLE SECURITY" means each of the shares of Common Stock (i) issued upon underlying the conversion of Preferred Stock and the Series A Common Stock (underlying the "Conversion Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), Warrants; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), ) and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate public distribution of such securitysecurity as a result of the provisions of Rule 144, or (iii) it has ceased to be outstanding. The term "Registrable SecuritiesREGISTRABLE SECURITIES" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms "“Registrable Security" ” means each of the shares of Common Stock (i) issued upon the conversion of the Series A C Stock (the "“Conversion Shares"”) or (ii) upon exercise of the Warrants (the "“Warrant Shares"”), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "“Registrable Security" ” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms "“Registrable Security" ” means each of the shares of Common Stock issued (i) issued upon the conversion of the Series A B Stock (the "“Conversion Shares"”) or and (ii) upon exercise of the Warrants (the "“Warrant Shares"”), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "“Registrable Security" ” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms "Registrable Security" means each of the shares of Common Stock Ordinary Shares (i) issued upon the conversion of the Series A Stock Debentures (the "Conversion Shares") or (ii) upon exercise of the Warrants (the "Warrant Shares"), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common StockOrdinary Shares, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms "Registrable Security" means each of the shares of Common Stock issued (i) issued upon the conversion of the Series A Stock (the "Conversion Shares") or and (ii) upon exercise of the Warrants (the "Warrant Shares"), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein herein, the terms "term “Registrable Security" ” means each of the Warrant Shares and any shares of Common Stock (i) issued upon the conversion any stock split or stock dividend in respect of the Series A Stock (the "Conversion Shares") or (ii) upon exercise of the Warrants (the "such Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered under the Securities Act of 1933, as amended (the "Securities Act"), and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate Holder for subsequent public distribution of such securitysecurity without regard to volume restrictions under Rule 144 (including Rule 144(a)) promulgated under the Securities Act or otherwise, or (iii) it has ceased to be outstanding. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" Security as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1Section.

Registrable Securities. As used herein the terms term "Registrable Security" means each any of the shares of Common Stock (i) issued upon the conversion of the Series A Stock (the "Conversion Shares") or (ii) upon exercise of the Warrants (the "Underlying Shares and Warrant Shares"), ; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that determination, (ai) it has been effectively registered for resale under the Securities Act of 1933, as amended (the "Securities Act"), ) and disposed of pursuant thereto, or (bii) registration under the Securities Act is no longer required for the immediate public distribution of such securitysecurity as a result of the provisions of Rule 144 with no limitations promulgated under the Securities Act, or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.

Registrable Securities. As used herein the terms "“Registrable Security" ” means each of the shares of Common Stock (i) issued upon the conversion of the Series A E Stock (the "“Conversion Shares"”) or (ii) upon exercise of the Warrants (the "“Warrant Shares"”), provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination that (a) it has been effectively registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of such security. The term "“Registrable Securities" ” means any and/or all of the securities falling within the foregoing definition of a "“Registrable Security." ” In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "“Registrable Security" ” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 1.