Common use of Securities Subject to This Agreement Clause in Contracts

Securities Subject to This Agreement. The securities entitled to the benefits of this Agreement are the Registrable Securities. For the purposes of this Agreement, any particular Registrable Securities shall cease to be Registrable Securities on the date and to the extent that (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, (iii) such Registrable Securities have been otherwise issued, transferred or disposed of, certificates therefor not bearing a legend restricting further transfer shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration or qualification of such securities under the Securities Act, (iv) all such Registrable Securities held by any Holder may be sold by such Holder without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act, or (v) such Registrable Securities have ceased to be outstanding. Without limiting the generality of the foregoing, (a) Conversion Shares issued or issuable upon conversion of Preferred Shares shall cease to be Registrable Securities at the same time as such Preferred Shares cease to be Registrable Securities (other than solely because such Preferred Shares have ceased to be outstanding), so long as such Conversion Shares may then or upon issuance be transferred or disposed of by the holders thereof without restriction under the Securities Act, and (b) Warrant Shares shall cease to be Registrable Securities if the offering of the related Warrants has been registered on a Registration Statement and such Warrant Shares are issued pursuant to the cashless exercise provisions of such Warrants or the issuance of such Warrant Shares is effected upon exercise of the related Warrants pursuant to such Registration Statement, so long as such Warrant Shares may then be transferred or disposed of by the holders thereof without restriction under the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Itc Deltacom Inc), Registration Rights Agreement (Itc Deltacom Inc)

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Securities Subject to This Agreement. The securities entitled to the benefits of this Agreement are (a) the Preferred Shares or Common Shares issued upon exchange or repurchase of the Preferred Units, (b) the Common Shares issued by the Company to the Holders upon exchange of the Common Units and (c) the Common Shares issued upon conversion of the Preferred Shares (collectively, the "Registrable Securities") but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, any particular a security that was at one time a Registrable Securities Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities on the date Act, other than pursuant to Section 4 of this Agreement, and to the extent that either (i) a Registration Statement covering the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such Registrable Securities security has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statementregistration statement, (iib) such Registrable Securities have been distributed security is sold to the public pursuant to in reliance on Rule 144 (or any similar provision then in force) under the Securities Act, (iiic) such Registrable Securities have security has been otherwise issuedtransferred, transferred and (i) the Company has delivered a new certificate or disposed of, certificates therefor other evidence of ownership not bearing a the legend restricting further transfer shall have been delivered by set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company andreasonably acceptable to the Holders and addressed to the Company and the holder of such security, at such time, the subsequent transfer or disposition of such securities security shall not require the registration or qualification of such securities under the Securities Act, (iv) all such Registrable Securities held by any Holder may be sold by such Holder without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act, or (vd) such Registrable Securities have security has ceased to be outstanding. Without limiting Notwithstanding anything to the generality contrary herein, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Holder, simultaneously with the foregoingdelivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange, or repurchase, of Units exchangeable into, or with a repurchase price equal to, such number of Shares as such Holder has requested to be registered or (ii) conversion of 7% Preferred Shares into such number of Common Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) Conversion Shares issued or issuable upon conversion conditioned on the effectiveness of Preferred Shares shall cease to be Registrable Securities at the same time as such Preferred Shares cease to be Registrable Securities (other than solely because such Preferred Shares have ceased to be outstanding), so long as such Conversion Shares may then or upon issuance be transferred or disposed of by the holders thereof without restriction under the Securities Act, requested registration in connection with which it was delivered and (b) Warrant deemed to cover only such number of Units or Preferred Shares shall cease to be Registrable Securities if as are exchangeable or convertible into the offering number of the related Warrants has been registered on a Registration Statement and such Warrant Shares are issued actually sold pursuant to the cashless exercise provisions requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the sale of such Warrants or Shares pursuant to the issuance requested registration. In the event that the Company elects to issue all cash in lieu of Shares upon the exchange of Units covered by any such Warrant Shares is effected upon exercise Exercise Notice, the registration requested by the Holder that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the related Warrants pursuant Company to such Registration Statementissue Shares, so long as such Warrant Shares may then be transferred or disposed rather than cash, upon the exchange of by the holders thereof without restriction under the Securities Actany Units.

Appears in 2 contracts

Samples: Registration Rights Agreement (Simon Property Group Inc /De/), Registration Rights Agreement (Simon Property Group Inc /De/)

Securities Subject to This Agreement. The securities entitled to the ------------------------------------ benefits of this Agreement are the Registrable Securities. For the purposes of this Agreement, any particular Registrable Securities shall cease to be Registrable Securities on the date and to the extent that (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities have been distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, (iii) such Registrable Securities have been otherwise issued, transferred or disposed of, certificates therefor not bearing a legend restricting further transfer shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration or qualification of such securities under the Securities Act, (iv) all such Registrable Securities held by any Holder may be sold by such Holder without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act, or (v) such Registrable Securities have ceased to be outstanding. Without limiting the generality of the foregoing, (a) Conversion Shares issued or issuable upon conversion of Preferred Shares shall cease to be Registrable Securities at the same time as such Preferred Shares cease to be Registrable Securities (other than solely because such Preferred Shares have ceased to be outstanding), so long as such Conversion Shares may then or upon issuance be transferred or disposed of by the holders thereof without restriction under the Securities Act, and (b) Warrant Shares shall cease to be Registrable Securities if the offering of the related Warrants has been registered on a Registration Statement and such Warrant Shares are issued pursuant to the cashless exercise provisions of such Warrants or the issuance of such Warrant Shares is effected upon exercise of the related Warrants pursuant to such Registration Statement, so long as such Warrant Shares may then be transferred or disposed of by the holders thereof without restriction under the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Itc Holding Co Inc), Registration Rights Agreement (Itc Deltacom Inc)

Securities Subject to This Agreement. (a) The Registrable Common Shares held in the name of any Stockholder (or any permitted assignee of a Stockholder pursuant to Section 15) are the sole securities entitled to the benefits of this Agreement are the Registrable Securities. Agreement. (b) For the purposes of this Agreement, Registrable Common Shares held in the name of any particular Registrable Securities Stockholder, other than each Management Stockholder, shall cease to be Registrable Securities Common Shares (and such Stockholder shall cease to have any registration rights with respect to such securities under this Agreement), and Registrable Common Shares held by any Management Stockholder shall cease to be Registrable Common Shares entitled to demand registration rights pursuant to Section 3 (provided that such Management Stockholder shall thereafter continue to have piggyback registration rights with respect to such securities pursuant to Section 4), on the date and to the extent that (i) a Registration Statement covering such Registrable Securities Common Shares has been declared effective under the Securities Act and such Registrable Securities Common Shares have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities Common Shares have been distributed to sold or transferred in accordance with the public pursuant to requirements of Rule 144 (or any similar provision then in force) under the Securities ActRule 145(d), (iii) such Registrable Securities Common Shares have been otherwise issued, transferred or disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration or qualification of such securities under the Securities Act, (iv) all Registrable Common Shares then held in the name of such Registrable Securities held by any Holder Stockholder may be sold or transferred by such Holder Stockholder without any timeholding period, volume or manner of offering limitations under the Securities Act and the rules and regulations thereunder (assuming for this purpose that all US LEC Warrants other than those held by Management Stockholders are exercised on a cashless exercise basis) and such Registrable Common Shares constitute less than 2% of the total number of shares of Common Stock then outstanding, (v) all Registrable Common Shares then held in the name of such Stockholder may be sold or transferred by such Stockholder within any three-month period pursuant to Rule 144(k) 144 (or any similar provision then in force) under the assuming for this purpose that such Registrable Common Shares are Restricted Securities Actthat have been held by such Stockholder for at least one year), or (vvi) such Registrable Securities have ceased to be outstanding. Without limiting the generality of the foregoing, (a) Conversion Shares issued or issuable upon conversion of Preferred Shares shall cease to be Registrable Securities at the same time as such Preferred Shares cease to be Registrable Securities (other than solely because such Preferred Common Shares have ceased to be outstanding). (c) Notwithstanding any other provision of this Section 2, so long as such Conversion Shares may then or upon issuance be transferred or disposed of by the holders thereof without restriction under the Securities Act, and (b) Warrant Shares shall not cease to be Registrable Securities if Common Shares until the offering of Stockholder thereof has had the related Warrants has been registered on a Registration Statement and right to include such Warrant Shares are issued pursuant to the cashless exercise provisions of such Warrants or the issuance in, and dispose of such Warrant Shares is effected pursuant to, at least one registration, regardless of whether such Stockholder elects to include such Warrant Shares in, or dispose of such Warrant Shares pursuant to, such registration. If a Stockholder wishes to dispose of Warrant Shares subject to issuance upon the exercise of US LEC Warrants in an offering pursuant to the related exercise of registration rights under this Agreement, such Stockholder may, at its option, condition the exercise of such Stockholder’s US LEC Warrants upon the closing with the underwriters of the sale of such Warrant Shares pursuant to such Registration Statementoffering, so long as in which event such US LEC Warrants shall not be deemed to have been exercised, and the Persons entitled to receive the Warrant Shares upon the exercise of such US LEC Warrants shall not be deemed to have received such Warrant Shares may then be transferred or disposed Shares, until immediately prior to the closing of by the holders thereof without restriction under the Securities Actsuch sale of securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (PAETEC Holding Corp.), Registration Rights Agreement (PAETEC Holding Corp.)

Securities Subject to This Agreement. Section 2.1 The securities entitled to the benefits of this Agreement are the Registrable Securities. For the purposes of this AgreementSecurities but, with respect to any particular Registrable Securities Security, for only so long as such security continues to be a Registrable Security as provided below. A Registrable Security shall cease to be a Registrable Securities on the date and to the extent that Security (i) a Registration Statement covering such Registrable Securities when it has been declared effective disposed of in a transaction registered under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration StatementAct, (ii) such Registrable Securities have when it has been distributed to the public sold pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, (iii) an opinion of counsel to the Company (the form and scope of which shall be reasonably satisfactory to the holder of such Registrable Securities have been otherwise issued, transferred or disposed of, certificates therefor not bearing a legend restricting further transfer Security) shall have been delivered by to such holder, or an opinion of counsel to the Company and, at such time, subsequent transfer or disposition holder of such Registrable Security (the form and scope of which shall be reasonably satisfactory to the Company), shall have been delivered to the Company, in either case to the effect that such Registrable Security may be publicly offered for sale in the United States without restriction as to manner of sale and amount of securities shall not require sold and without registration or qualification of such securities under the Securities Act, (iv) all such Registrable Securities held by any Holder may be sold by such Holder without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act, or (v) such Registrable Securities have ceased to be outstanding. Without limiting the generality of the foregoing, (a) Conversion Shares issued or issuable upon conversion of Preferred Shares shall cease to be Registrable Securities at the same time as such Preferred Shares cease to be Registrable Securities (other than solely because such Preferred Shares have ceased to be outstanding), so long as such Conversion Shares may then or upon issuance be transferred or disposed of by the holders thereof without restriction under the Securities Act, and (b) Warrant Shares the Company shall cease have delivered replacement certificates for such securities that do not bear any restrictive legend; provided, however, that, prior to the date that is one year after the date of this Agreement, a Registrable Security shall in no event be deemed to have ceased to be a Registrable Securities if the offering of the related Warrants Security pursuant to this clause (iii), (iv) it has been registered on sold or transferred in a Registration Statement and such Warrant Shares private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee as specified in Section 9.4 or (v) following a notice of redemption issued pursuant to the cashless exercise provisions of such Warrants or the issuance of such Warrant Shares is effected upon exercise Section 4.02 of the related Warrants Indenture, unless and until such notice is canceled by the Company pursuant to such Registration Statementthe terms of Section 4.02 of the Indenture. Section 2.2 Without the prior written consent of the Holders of a Majority of the Registrable Securities, so long as such Warrant Shares may then be transferred the Company will not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or disposed otherwise conflicts with the provisions hereof. As of by the holders thereof without restriction under date hereof, this Agreement is the Securities Actonly agreement with any holder of any securities of the Company which grants registration rights with respect to securities of the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (First Niagara Financial Group Inc)

Securities Subject to This Agreement. The securities entitled to the benefits of this Agreement are (a) the Preferred Shares or Common Shares issued upon exchange or repurchase of the Preferred Units, (b) the Common Shares issued by the Company to the Holders upon exchange of the Common Units and (c) the Common Shares issued upon conversion of the Preferred Shares (collectively, the “Registrable Securities”) but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, any particular a security that was at one time a Registrable Securities Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities on the date Act, other than pursuant to Section 4 of this Agreement, and to the extent that either (i) a Registration Statement covering the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such Registrable Securities security has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statementregistration statement, (iib) such Registrable Securities have been distributed security is sold to the public pursuant to in reliance on Rule 144 (or any similar provision then in force) under the Securities Act, (iiic) such Registrable Securities have security has been otherwise issuedtransferred, transferred and (i) the Company has delivered a new certificate or disposed of, certificates therefor other evidence of ownership not bearing a the legend restricting further transfer shall have been delivered by set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company andreasonably acceptable to the Holders and addressed to the Company and the holder of such security, at such time, the subsequent transfer or disposition of such securities security shall not require the registration or qualification of such securities under the Securities Act, (iv) all such Registrable Securities held by any Holder may be sold by such Holder without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act, or (vd) such Registrable Securities have security has ceased to be outstanding. Without limiting Notwithstanding anything to the generality contrary herein, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Holder, simultaneously with the foregoingdelivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange, or repurchase, of Units exchangeable into, or with a repurchase price equal to, such number of Shares as such Holder has requested to be registered or (ii) conversion of 7% Preferred Shares into such number of Common Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) Conversion Shares issued or issuable upon conversion conditioned on the effectiveness of Preferred Shares shall cease to be Registrable Securities at the same time as such Preferred Shares cease to be Registrable Securities (other than solely because such Preferred Shares have ceased to be outstanding), so long as such Conversion Shares may then or upon issuance be transferred or disposed of by the holders thereof without restriction under the Securities Act, requested registration in connection with which it was delivered and (b) Warrant deemed to cover only such number of Units or Preferred Shares shall cease to be Registrable Securities if as are exchangeable or convertible into the offering number of the related Warrants has been registered on a Registration Statement and such Warrant Shares are issued actually sold pursuant to the cashless exercise provisions requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the sale of such Warrants or Shares pursuant to the issuance requested registration. In the event that the Company elects to issue all cash in lieu of Shares upon the exchange of Units covered by any such Warrant Shares is effected upon exercise Exercise Notice, the registration requested by the Holder that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration under Section 2.1 hereof. Nothing contained herein shall create any obligation on the part of the related Warrants pursuant Company to such Registration Statementissue Shares, so long as such Warrant Shares may then be transferred or disposed rather than cash, upon the exchange of by the holders thereof without restriction under the Securities Actany Units.

Appears in 1 contract

Samples: Limited Partnership Agreement (Simon Property Group Inc /De/)

Securities Subject to This Agreement. The Registrable Securities are the sole securities entitled to the benefits of this Agreement are the Registrable SecuritiesAgreement. For the purposes of this Agreement, any particular Registrable Securities held by any Holder shall cease to be Registrable Securities (and such Holder shall cease to have any registration rights with respect to such securities under this Agreement) on the date and to the extent that (ia) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (iib) such Registrable Securities have been distributed to sold or transferred in accordance with the public pursuant to requirements of Rule 144 (or any similar provision then in force) under the Securities Act144, (iiic) such Registrable Securities have been otherwise issued, transferred or disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration or qualification of such securities under the Securities Act, (ivd) all such Registrable Securities held then owned by any such Holder may be sold or transferred by such Holder without any timeholding period, volume or manner of offering limitations pursuant to Rule 144(k) (or any similar provision then in force) under the Securities ActAct and the rules and regulations thereunder (assuming for this purpose that all outstanding Warrants are exercised on a cashless exercise basis), provided that such Registrable Securities, on an as-converted basis assuming that all of such Registrable Securities that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock, do not exceed 2% of the total number of shares of Common Stock then outstanding, (e) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder within any three-month period in accordance with the requirements of Rule 144 (assuming for this purpose that all outstanding Warrants are exercised on a cashless exercise basis) or (vf) such Registrable Securities have ceased to be outstanding. Without limiting the generality of the foregoing, (a) Conversion Shares issued or issuable upon conversion of Preferred Shares shall cease to be Registrable Securities at the same time as such Preferred Shares cease to be Registrable Securities (other than solely because such Preferred Shares have ceased to be outstanding), so long as such Conversion Shares may then or upon issuance be transferred or disposed of by the holders thereof without restriction under the Securities Act, and (b) Warrant Shares shall cease to be Registrable Securities if the offering of the related Warrants has been registered on a Registration Statement and such Warrant Shares are issued pursuant to the cashless exercise provisions of such Warrants or the issuance of such Warrant Shares is effected upon exercise of the related Warrants pursuant to such Registration Statement, so long as such Warrant Shares may then be transferred or disposed of by the holders thereof without restriction under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Itc Deltacom Inc)

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Securities Subject to This Agreement. The Registrable Securities are the sole securities entitled to the benefits of this Agreement are the Registrable SecuritiesAgreement. For the purposes of this Agreement, any particular Registrable Securities held by any Holder shall cease to be Registrable Securities (and such Holder shall cease to have any registration rights with respect to such securities under this Agreement) on the date and to the extent that (ia) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (iib) such Registrable Securities have been distributed to sold or transferred in accordance with the public pursuant to requirements of Rule 144 (or any similar provision then in force) under the Securities Act144, (iiic) such Registrable Securities have been otherwise issued, transferred or disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration or qualification of such securities under the Securities Act, (ivd) all such Registrable Securities held then owned by any such Holder may be sold or transferred by such Holder without any timeholding period, volume or manner of offering limitations pursuant to Rule 144(k) (or any similar provision then in force) under the Securities ActAct and the rules and regulations thereunder (assuming for this purpose that all outstanding Warrants are exercised on a cashless exercise basis), provided that such Registrable Securities, on an as-converted basis assuming that all of such Registrable Securities that are convertible into or exercisable for Common Stock are converted into or exercised for Common Stock, do not exceed 2% of the total number of shares of Common Stock then outstanding, (e) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder within any three-month period in accordance with the requirements of Rule 144 (assuming for this purpose that all outstanding Warrants are exercised on a cashless exercise basis) or (vf) such Registrable Securities have ceased to be outstanding. Without limiting the generality of the foregoing, (a) Conversion Shares issued or issuable upon conversion of Preferred Shares shall cease to be Registrable Securities at the same time as such Preferred Shares cease to be Registrable Securities (other than solely because such Preferred Shares have ceased to be outstanding), so long as such Conversion Shares may then or upon issuance be transferred or disposed of by the holders thereof without restriction under the Securities Act, and (b) Warrant Shares shall cease to be Registrable Securities if the offering of the related Warrants has been registered on a Registration Statement and such Warrant Shares are issued pursuant to the cashless exercise provisions of such Warrants or the issuance of such Warrant Shares is effected upon exercise of the related Warrants pursuant to such Registration Statement, so long as such Warrant Shares may then be transferred or disposed of by the holders thereof without restriction under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Itc Deltacom Inc)

Securities Subject to This Agreement. The securities entitled to the benefits of this Agreement are (a) the Shares issued by the Company to the Holders, (b) the Shares issued by the Company to the Holders upon conversion of the Series A Convertible Preferred Stock, par value $.0001 per share (“Series A Preferred Stock”), of the Company and the Shares issued by the Company to the Holders upon conversion of the Series B Convertible Preferred Stock, par value $.0001 per share (“Series B Preferred Stock”), of the Company, and (c) the Shares issued by the Company to the Holders upon exchange of the Units pursuant to the Partnership Agreements (collectively, the “Registrable Securities”) but, with respect to any particular Registrable Security, only so long as it continues to be a Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, any particular a security that was at one time a Registrable Securities Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities on the date Act, other than pursuant to Section 4 of this Agreement, and to the extent that either (i) a Registration Statement covering the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such Registrable Securities security has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statementregistration statement, (iib) such Registrable Securities have been distributed security is sold to the public pursuant to in reliance on Rule 144 (or any similar provision then in force) under the Securities Act, (iiic) such Registrable Securities have security has been otherwise issuedtransferred, transferred and (i) the Company has delivered a new certificate or disposed of, certificates therefor other evidence of ownership not bearing a the legend restricting further transfer shall have been delivered by set forth on the Shares upon the initial issuance thereof (or other legend of similar import) and (ii) in the opinion of counsel to the Company andreasonably acceptable to the Holders and addressed to the Company and the holder of such security, at such time, the subsequent transfer or disposition of such securities security shall not require the registration or qualification of such securities under the Securities Act, (iv) all such Registrable Securities held by any Holder may be sold by such Holder without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act, or (vd) such Registrable Securities have security has ceased to be outstanding. Without limiting Notwithstanding anything to the generality contrary herein, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Holder, simultaneously with the delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange of Units exchangeable into such number of Shares as such Limited Partner has requested to be registered, or (ii) conversion of the foregoingSeries A Preferred Stock or Series B Preferred Stock into such number of Shares as such Holder has requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on the effectiveness of the requested registration in connection with which it was delivered and (b) deemed to cover only such number of Units, Series A Preferred Stock or Series B Preferred Stock as are exchangeable or convertible into the number of Shares actually sold pursuant to the requested registration. Any Shares to be issued in connection with any such Exercise Notice shall be issued upon the closing of the requested registration. In the event that the Company elects to issue all cash in lieu of Shares upon the exchange of the Units covered by any such Exercise Notice, the registration requested by the Limited Partner that delivered such Exercise Notice, if a Demand Registration, shall not constitute a Demand Registration under Section 2.1 hereof. In the event a Holder holding shares of Series B Preferred Stock exercises its rights to have Registrable Securities included in a registration statement pursuant to Section 2, 3 or 4 of this Agreement, it may also request that shares of Series B Preferred Stock be included therein, subject in all respects to the terms and conditions of this Agreement, except that, notwithstanding any provision to the contrary contained in this Agreement, (a) Conversion Shares issued or issuable upon conversion in the event that the number of Preferred Shares shall cease Registrable Securities requested to be included in a registration statement pursuant to Section 2 or 3 is reduced as provided therein, the shares of Series B Preferred Stock requested to be included shall be reduced, to zero if so requested by the managing underwriters, before the number of Registrable Securities at the same time as such Preferred Shares cease to be Registrable Securities (other than solely because such Preferred Shares have ceased to be outstanding), so long as such Conversion Shares may then or upon issuance be transferred or disposed of by the holders thereof without restriction under the Securities Act, is reduced and (b) Warrant Shares in no event shall cease the Company be required to be Registrable Securities if maintain or extend the offering effectiveness of a registration statement solely as a result of the related Warrants has been registered fact that shares of Series B Preferred Stock covered by such registration statement remain unsold. Nothing contained herein shall create any obligation on a Registration Statement and such Warrant Shares are issued pursuant to the cashless exercise provisions of such Warrants or the issuance of such Warrant Shares is effected upon exercise part of the related Warrants pursuant Company to such Registration Statementissue Shares, so long as such Warrant Shares may then be transferred or disposed rather than cash, upon the exchange of by the holders thereof without restriction under the Securities Actany Units.

Appears in 1 contract

Samples: Limited Partnership Agreement (Simon Property Group Inc /De/)

Securities Subject to This Agreement. The Registrable Securities are the sole securities entitled to the benefits of this Agreement are the Registrable SecuritiesAgreement. For the purposes of this Agreement, any particular Registrable Securities held by any Holder shall cease to be Registrable Securities (and such Holder shall cease to have any registration rights with respect to such securities under this Agreement) on the date and to the extent that (ia) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (iib) such Registrable Securities have been distributed to sold or transferred in accordance with the public pursuant to requirements of Rule 144 (or any similar provision then in force) under the Securities Act144, (iiic) such Registrable Securities have been otherwise issued, transferred or disposed of, certificates therefor not bearing a legend restricting further transfer or disposition thereof shall have been delivered by the Company and, at such time, subsequent transfer or disposition of such securities shall not require registration or qualification of such securities under the Securities Act, (ivd) all such Registrable Securities held then owned by any such Holder may be sold or transferred by such Holder without any timeholding period, volume or manner of offering limitations pursuant to Rule 144(k) (or any similar provision then in force) under the Securities ActAct and the rules and regulations thereunder (assuming for this purpose that all outstanding Warrants are exercised on a cashless exercise basis), (e) all Registrable Securities then owned by such Holder may be sold or transferred by such Holder within any three-month period in accordance with the requirements of Rule 144 (assuming for this purpose that all outstanding Warrants are exercised on a cashless exercise basis) or (vf) such Registrable Securities have ceased to be outstanding. Without limiting the generality of the foregoing, (a) Conversion Shares issued or issuable upon conversion of Preferred Shares shall cease to be Registrable Securities at the same time as such Preferred Shares cease to be Registrable Securities (other than solely because such Preferred Shares have ceased to be outstanding), so long as such Conversion Shares may then or upon issuance be transferred or disposed of by the holders thereof without restriction under the Securities Act, and (b) Warrant Shares shall cease to be Registrable Securities if the offering of the related Warrants has been registered on a Registration Statement and such Warrant Shares are issued pursuant to the cashless exercise provisions of such Warrants or the issuance of such Warrant Shares is effected upon exercise of the related Warrants pursuant to such Registration Statement, so long as such Warrant Shares may then be transferred or disposed of by the holders thereof without restriction under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Itc Deltacom Inc)

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