Registrable Shares. For purposes of this Agreement, “Registrable Shares” shall mean the shares of Parent Common Stock issued as the Equity Consideration and Restricted Equity Consideration.
Registrable Shares. For purposes of this Agreement, "REGISTRABLE SHARES" shall mean the shares of Acquiror Common Stock issued in the Merger, including any and all Escrow Shares, and the shares of Acquiror Common Stock issuable upon the exercise of the Target Warrants assumed by Acquiror pursuant to Section 6.5(d), but excluding shares of Acquiror Common Stock issued in the Merger or issuable upon the exercise of the Target Warrants that have been sold or otherwise transferred by the shareholders of Target who initially received such shares in the Merger or by the holder of the Target Warrants prior to the effective date of the Registration Statement (as defined below) (collectively, the "HOLDERS"); provided however, that a distribution of shares of Acquiror Common Stock issued in the Merger without additional consideration, to underlying beneficial owners (such as the general and limited partners, shareholders or trust beneficiaries of a Holder) shall not be deemed such a sale or transfer for purposes of this Section 6.6 and such underlying beneficial owners shall be entitled to the same rights under this Section 6.6 as the initial Holder from which the Registrable Shares were received and shall be deemed a Holder for the purposes of this Section 6.6.
Registrable Shares. Each of the Shares and any Additional Shares, upon original issuance thereof, and at all times subsequent thereto, including upon the transfer thereof by the original holder or any subsequent holder, until, in the case of any such Shares or Additional Shares, as applicable, the earliest to occur of:
Registrable Shares. (a) As promptly as practicable, and in any event not later than the seventh (7th) Business Day after the date on which Buyer becomes eligible to file a registration statement on Form S-3 (or such later date as Buyer and Securityholders Representative may agree in writing), Buyer shall prepare and file with the SEC a “shelf” registration statement on Form S-3 or other appropriate Form (together with all amendments thereto, the “Registration Statement”) in connection with the registration under the Securities Act of the Registrable Shares for public sale by Sellers and shall keep such “shelf” registration statement effective for a period of six months after the Closing Date. Buyer shall timely file all SEC filings until the first anniversary of the Closing Date. In addition, Buyer shall prepare and file with the SEC any other filings made by, or required to be made by, Buyer with the SEC in connection with this Agreement and the transactions contemplated hereby other than the Registration Statement (collectively, the “Other Filings”) as and when required or requested by the SEC. Buyer will use all commercially reasonable efforts to promptly respond to any comments made by the SEC with respect to the Registration Statement and any Other Filings, and to cause the Registration Statement to become effective as promptly as reasonably possible. Prior to the effective date of the Registration Statement, Buyer shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of the Registrable Shares. Each of the Company and Buyer shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Registration Statement and any Other Filings.
(b) Buyer will advise Securityholders Representative promptly after it receives notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information.
(c) During the period in which the Registration Statement remains effective, Buyer shall promptly inform the Securityholders...
Registrable Shares. Any transfer of registration rights pursuant to this Section 1.10 shall be effective upon receipt by the Company of written notice from the Executive stating the name and address of the Transferee and identifying the amount of Registrable Shares with respect to which the rights under this Section 1 are being transferred and the nature of the rights so transferred. In connection with any such transfer, the term "the Executive" as used in this Agreement shall, where appropriate to assign each right and obligation to such Transferee, be deemed to refer to the transferee holder of such Registrable Shares.
Registrable Shares. The Shares issued pursuant to this Agreement shall be "Registrable Shares" for the purposes of this Agreement.
Registrable Shares. Shares of the TCI Preferred Stock acquired by the ------------------ Seller and any other shares of capital stock of the Company issued in respect of such shares as a result of stock splits, stock dividends, reclassification, recapitalizations, mergers, consolidations or similar events. References in this Agreement to amounts or percentages of Registrable Shares as of or on any particular date shall be deemed to refer to amounts or percentages after giving effect to any applicable events contemplated by the preceding sentence. Any Registrable Share will cease to be a Registrable Share when (i) a registration statement covering such Registrable Share has been declared effective by the Commission and such Registrable Shares has been disposed of pursuant to such effective registration statement, (ii) such Registrable Share may be publicly resold without registration under the Securities Act or (iii) such Registrable Share is no longer held by the Seller, members of his family and trusts, partnerships and other entities primarily for their benefit and that of the Seller.
Registrable Shares. Any Registrable Share will cease to be a Registrable Share when (a) a Registration Statement covering such Registrable Share has become effective under the Securities Act and such Registrable Share has been sold or disposed of pursuant to such Registration Statement; (b) such Registrable Share has been disposed of pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act; (c) such Registrable Share is held by the Company or one of its subsidiaries or ceases to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise); (d) such Registrable Share has been sold or disposed of in a transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such Registrable Share pursuant to Section 2.11; or (e) such Registrable Share becomes eligible for resale without restriction and without volume limitations or the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act. Any security that has ceased to be a Registrable Share shall not thereafter become a Registrable Share, and any security that is issued or distributed in respect of a security that has ceased to be a Registrable Share shall not be a Registrable Share.
Registrable Shares. As used herein the term “Registrable Security” means (a) each of the Shares, (b) the shares of Common Stock of the Company issuable upon exercise of the Warrants and (c) any Common Stock of the Company issued as (or issuable on the conversion or 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 shares referenced in clause (a) above; provided, however, that with respect to any particular Registrable Security held by an Investor, such security shall cease to be a Registrable Security when, as of the date of determination, (a) it has been effectively registered under 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 any particular Registrable Shares held by that Investor and its affiliates. 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 5.
Registrable Shares. “Registrable Shares” means the shares of Common Stock, and any securities issued or issuable with respect to such Common Stock by way of stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization or otherwise. As to any particular Registrable Shares once issued, such Registrable Shares shall cease to be Registrable Shares when (a) a registration statement covering such Registrable Shares has been declared effective under the Securities Act and such Registrable Shares have been disposed of pursuant to such effective registration statement, (b) such Registrable Shares have been distributed to the public pursuant to Rule 144, (c) such Registrable Shares shall have ceased to be outstanding, (d) such Registrable Shares are held by a Holder who is not an Affiliate of the Company and such shares are eligible for sale pursuant to Rule 144(k) under the Securities Act or (e) such Registrable Shares are held by a Holder who is an Affiliate of the Company and all such shares are eligible for sale pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with the volume limitations contained in Rule 144(e)(1)(i) of the Securities Act.
