Class A Registrable Securities definition

Class A Registrable Securities means the Class A Conversion Shares and any Common Shares of the Company issued or issuable in respect of such Class A Conversion Shares upon recapitalizations or any Common Shares otherwise issuable with respect to such Class A Conversion Shares, excluding in all cases, any of the foregoing sold by a Person in a transaction other than an assignment pursuant to this Agreement; provided, however, that any of the foregoing shall only be treated as Class A Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold or are available for sale in a single sale in the opinion of counsel for the Company in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale.
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Class A Registrable Securities has the meaning specified therefor in Section 2.02(b) of this Agreement.
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Class A Registrable Securities. All common stock of the Company that is either: (i) issued by the Company (or a successor thereto) in redemption or conversion of, or otherwise on account of or in exchange for, the Preferred Stock issued pursuant to the Proposed Transaction, or (ii) purchased from time to time by any Investor other than GSCP prior to the time the common stock is registered under the Exchange Act, together with any securities issued or issuable with respect to the foregoing by way of distribution or in connection with any reorganization or other recapitalization, merger, consolidation or otherwise. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) they shall have been distributed to the public pursuant to Rule 144 or Rule 144A or so long as they are distributable pursuant to Rule 144k (or any successor provisions) under the Securities Act, (c) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force, or (d) they shall have ceased to be outstanding.
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Examples of Class A Registrable Securities in a sentence

  • If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders”) intend to distribute the Class A Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice referred to in Section 2.2(a).

  • Any Class A Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.

  • In such event, the right of any Holder to include his, her, or its Class A Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Class A Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein.

  • The term “Registrable Securities” means the Class A Registrable Securities and the SiteScout Registrable Securities, collectively.

  • The rights of an Investor under Section 1 and Section 3 hereof may be assigned to Affiliates (as defined in Section 6.6 below) of such Investor and/or to a party who acquires from an Investor (or an Investor’s permitted assigns) at least that minimum number of shares of Class A Registrable Securities described in Section 1.1.

  • In no event shall the Shelf Registration include securities other than Class A Registrable Securities, unless the holders of more than 50% of the Class A Registrable Securities consent to such inclusion.

  • The Company shall use its best reasonable efforts to have the Shelf Registration declared effective as soon as reasonably practicable after such filing, and shall use its best efforts to keep the Shelf Registration effective and updated, from the date such Shelf Registration is declared effective until such time as all of the Class A Registrable Securities shall cease to be Class A Registrable Securities.

  • At any time, or from time to time, upon the earlier of (i) the date after the consummation of an Initial Public Offering or (ii) five years from the Closing Date, one or more Class A Initiating Holders may, upon written request, require the Company to effect the registration under the Securities Act of all or any part of the Class A Registrable Securities held by such Class A Initiating Holders.

  • The Company shall pay all Registration Expenses in connection with the Shelf Registration, whether or not it becomes effective, and whether all, none or some of the Class A Registrable Securities are sold pursuant to the Shelf Registration.

  • The Company shall (i) cause to be filed as soon as practicable, but not later than April 30, 1997, a shelf registration statement pursuant to Rule 415 promulgated under the Securities Act (the "Initial Shelf Registration") providing for the sale by the Holders, from time to time, of all of the Class A Registrable Securities and (ii) use its best efforts to have such Initial Shelf Registration thereafter declared effective by the Commission not later than June 30, 1997.


More Definitions of Class A Registrable Securities

Class A Registrable Securities means the (i) Class A Units held by the Initial Holders, (ii) any Class A Units issued or issuable with respect to, in exchange for, or upon exercise of any of the Warrants (as defined in the Plan), (iii) any Class A Units received upon conversion of a Class B Unit which is at such time, a Registrable Security hereunder, and (iv) any other securities issued or issuable with respect to, or in exchange for, the units described in clause (i), (ii) or (iii), including any issuance by way of a recapitalization, merger, consolidation, reorganization or otherwise; provided, however, that Class A Registrable Securities shall cease to be Registrable Securities upon (a) any sale or distribution thereof pursuant to an effective registration statement under the Securities Act; (b) any sale or distribution permitting the recipient thereof to sell such securities without restriction under the Securities Act and any state securities laws; or (c) the receipt by a Holder of such Class A Registrable Securities of an opinion,
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Class A Registrable Securities means (i) shares of Common Stock issued or issuable upon conversion of the Class A Preferred Stock and (ii) any equity securities of the Company issued as a distribution with respect to or in exchange for or in replacement of any of the securities referred to in clause (i) above.
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Class A Registrable Securities means any shares of Common Stock issued by the Company to the Class A Purchaser prior to the consummation of the IPO, or issued by the Company upon exercise of any warrants of the Company issued to the Class A Purchaser prior to the consummation of the IPO, and any Related Registrable Securities. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) they shall have been sold as permitted by Rule 144 (or any successor provision) under the Securities Act and the purchaser thereof does not receive "restricted securities" as defined in Rule 144, (c) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company to the transferee and subsequent public distribution of them shall not, in the opinion of counsel for the holders, require registration of them by the transferee under the Securities Act or (d) they shall have ceased to be outstanding. All references to percentages of Registrable Securities shall be calculated pursuant to Section 8.
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Related to Class A Registrable Securities

  • Additional Registrable Securities means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on exercise of the warrants.

  • Initial Registrable Securities means (i) the Common Shares issued or issuable upon conversion of the Notes issued pursuant to the terms of the Securities Purchase Agreement, and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, or the Notes as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on conversion of the Notes.

  • Registrable Securities means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon 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 such shares.

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Registrable Shares means (i) the Warrant Shares, and (ii) any other shares of Common Stock issued in respect of such shares (because of stock splits, stock dividends, reclassifications, recapitalizations, or similar events); provided, however, that shares of Common Stock which are Registrable Shares shall cease to be Registrable Shares (i) upon any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (ii) upon any sale in any manner to a person or entity which, by virtue of Section 13 of this Warrant, is not entitled to the rights provided by this Warrant.

  • Registrable Stock means (i) any shares of Common Stock issued or issuable upon the conversion of any of the Shares (ii) any Common Stock issued by way of a stock split, reorganization, merger or consolidation, and (iii) any Common Stock issued as a dividend on the Shares. For purposes of this Agreement, any Registrable Stock shall cease to be Registrable Stock when (v) a registration statement covering such Registrable Stock has been declared effective and such Registrable Stock has been disposed of pursuant to such effective registration statement, (w) such Registrable Stock is sold pursuant to Rule 144 (or any similar provision then in force) under the 1933 Act, (x) such Registrable Stock is eligible to be sold pursuant to Rule 144(k) under the 1933 Act, (y) such Registrable Stock has been otherwise transferred, no stop transfer order affecting such stock is in effect and the Company has delivered new certificates or other evidences of ownership for such Registrable Stock not bearing any legend indicating that such shares have not been registered under the 1933 Act, or (z) such Registrable Stock is sold by a person in a transaction in which the rights under the provisions of this Agreement are not assigned.

  • Other Registrable Securities means (i) any Common Equity held (directly or indirectly) by any Other Holders or any of their Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.

  • Registerable Securities means the shares of Common Stock issued or issuable upon exercise of the Warrants.

  • Registrable Securities then outstanding means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

  • Registrable Common Stock means (i) any shares of Common Stock issued as Stock Consideration, (ii) any other security into or for which the Common Stock referred to in clause (i) has been converted, substituted or exchanged, and any security issued or issuable with respect thereto upon any stock dividend or stock split or in connection with a combination of shares, reclassification, recapitalization, merger, consolidation or other reorganization or otherwise.

  • Registrable Notes Each Note upon its original issuance and at all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, until, in each case, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private Exchange Note has been declared effective by the SEC and such Note, Exchange Note or such Private Exchange Note, as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes that may be resold without restriction under state and federal securities laws, (iii) such Note, Exchange Note or Private Exchange Note, as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or Private Exchange Note, as the case may be, may be resold without restriction pursuant to Rule 144(k) (as amended or replaced) under the Securities Act.

  • Registrable Security means (a) the Founder Shares and the shares of Common Stock issued or issuable upon the conversion of the Founder Shares, (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants), (c) any outstanding shares of Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, (d) any equity securities (including the shares of Common Stock issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder (including the Working Capital Warrants and shares of Common Stock issued or issuable upon the exercise of the Working Capital Warrants) and (e) any other equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

  • Registrable Amount means an amount of Registrable Securities having an aggregate value of at least $200,000,000 (based on the anticipated offering price (as determined in good faith by the Requesting Shareholders)).

  • Shelf Registrable Securities has the meaning set forth in Section 1(d)(i).

  • Requesting Holders shall have the meaning given in Section 2.1.5.

  • Exchangeable Securities means any securities of any trust, limited partnership or corporation other than the Trust that are convertible or exchangeable directly for Units without the payment of additional consideration therefore;

  • Insider Shares means all shares of Common Stock of the Company owned by an Insider immediately prior to the Company's IPO. For the avoidance of doubt, Insider Shares shall not include any IPO Shares purchased by Insiders in connection with or subsequent to the Company's IPO.

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.

  • Available Securities means the securities of the Funds that are available for Loans pursuant to Section 3.

  • Covered Securities means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.

  • Registrable IP means all patents, patent applications, statutory invention registrations, registered trademarks, registered service marks, registered Internet domain names and copyright registrations.

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • S-3 Registration has the meaning set forth in Section 5(a) hereof.