Class A Registrable Shares definition

Class A Registrable Shares. The Common Stock issuable upon redemption of the Class A OP Units, upon original issuance thereof and at all times subsequent thereto, including upon the transfer thereof by the original holder or any subsequent holder, and any shares of Common Stock or other securities issued in respect of such Class A OP Units or Class A Registrable Shares by reason of or in connection with Class A OP Special Dividends, any stock dividend, stock distribution, stock split, purchase in any rights offering to holders of or in respect of Class A OP Units or Class A Registrable Shares or in connection with any exchange, conversion or replacement of such Class A OP Units or Class A Registrable Shares or any combination of shares, recapitalization, merger or consolidation, or any other equity securities of the Company issued pursuant to any other pro rata distribution with respect to the Class A OP Units, until, in the case of any such securities, the earliest to occur of (i) the date on which the resale of such security has been registered pursuant to the Securities Act and it has been disposed of in accordance with the Registration Statement relating to it, (ii) the date on which such securities either (a) have been transferred pursuant to Rule 144 (or any similar provision then in effect) or (b) are eligible for sale pursuant to Rule 144 without volume or manner of sale restrictions and without any current public information requirements, and in the case of each of clause (i) and (ii), are listed for trading on a National Securities Exchange, (iii) the date on which such securities are sold to the Company or are no longer issued and outstanding or (iv) the first anniversary of the effective date of the Shelf Registration Statement, subject to an extension for the number of days during such year in which any Suspension Notice was in effect in accordance with Section 6 hereof.
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Class A Registrable Shares means (a) the Common Shares into which each Class A Common Share held by any Shareholder (whether now owned or hereafter acquired) has been converted or is then convertible and (b) any other Common Shares of the Company issued in respect of the shares described in clause (a) above because of share splits, share dividends, reclassifications, recapitalizations, reorganizations or other similar events; provided, however, that Common Shares that are Class A Registrable Shares shall cease to be Class A Registrable Shares (x) upon any sale by the holders thereof pursuant to a Registration Statement or Rule 144 under the Securities Act (other than any sale under Rule 144 to an Affiliate), or (y) upon any sale in any manner to a Person which, by virtue of Section 16 hereof, is not entitled to the rights provided by this Agreement. Wherever reference is made in this Agreement to a request or consent of holders of a certain percentage of Class A Registrable Shares, the determination of such percentage shall include Common Shares issued or issuable upon conversion of the Class A Common Shares even if such conversion has not yet been effected.
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Class A Registrable Shares means (i) the shares of Common Stock issued or issuable upon conversion of the Class A Preferred; (ii) any shares of Common Stock of the Company acquired by the Class A Investors pursuant to Section 2 of that certain Stockholders' Agreement by and among the Parties and of even date herewith (the "Stockholders' Agreement"); and (iii) any other shares of Common Stock of the Company issued in respect of such shares described in clauses (i) and (ii) above (because of stock splits, stock dividends, reclassifications, recapitalizations, or similar events); provided, however, that shares of Common Stock which are Class A Registrable Shares shall cease to be Class A Registrable Shares upon any sale pursuant to a Registration Statement, Section 4(1) of the Securities Act or Rule 144 under the Securities Act. Wherever reference is made in this Agreement to a request or consent of holders of a certain percentage of Class A Registrable Shares, the determination of such percentage shall include shares of Common Stock issuable upon conversion of the Class A Preferred even if such conversion has not yet been effected.
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Examples of Class A Registrable Shares in a sentence

  • Any election by any Holder to include any Class A Registrable Shares in the IPO Registration Statement will not affect the inclusion of such Class A Registrable Shares in the Shelf Registration Statement until such Class A Registrable Shares have been sold under the IPO Registration Statement.

  • The Company shall advise all Holders of Class A Registrable Shares who elect to include any Class A Registrable Shares in the IPO Registration Statement of the representative(s) of the underwriter for the Underwritten Offering proposed under the IPO Registration Statement.

  • If any Holder of Class A Registrable Shares disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s), delivered no later than two (2) Business Days after the IPO price range is communicated by the Company to such Holder.

  • Each Holder desiring to include in the IPO Registration Statement all or part of the Class A Registrable Shares held by such Holder shall, within ten (10) Business Days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Class A Registrable Shares such Holder wishes to include in the IPO Registration Statement.

  • The Company shall have the right to terminate or withdraw the IPO Registration Statement initiated by it and referred to in this Section 2(b) prior to the effectiveness of such registration whether or not any Holder has elected to include Class A Registrable Shares in such registration; provided, however, the Company must provide each Holder that elected to include any Class A Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal.

  • The right of any such Holder to include its Class A Registrable Shares in the IPO Registration Statement pursuant to Section 2(b) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Class A Registrable Shares in the underwriting to the extent provided herein.

  • Any Class A Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the IPO Registration Statement.

  • All Shareholders proposing to distribute their Class A Registrable Shares through such Shelf Takedown shall enter into an underwriting agreement in customary form with an underwriter or underwriters that is mutually agreeable to the Company and the Shareholders holding a majority-in-interest of the Class A Registrable Shares that the Shareholders requested for inclusion in such Shelf Takedown.

  • Such other Shareholders (other than any Shareholder that has at any time defaulted on its obligations in respect of a Reinsurance Draw) shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Class A Registrable Shares as such Shareholders may request in such notice of election.

  • If the Initiating Shareholders intend to distribute the Class A Registrable Shares by means of an underwriting, they shall so advise the Company in their request.

Related to Class A Registrable Shares

  • Registrable Shares means the shares of Common Stock (or such stock or securities as at the time are receivable upon the exercise of these Warrants) issuable upon exercise of the Warrants and shares or securities issued as a result of stock split, stock dividend or reclassification of such shares.

  • 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.

  • 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 (i) the Shares (if Common Stock) or all shares of Common Stock of the Company issuable or issued upon conversion of the Shares and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any stock referred to in (i).

  • 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.

  • 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.

  • 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.

  • Registrable Amount means a number of shares of Common Stock equal to 1% of the Common Stock issued and outstanding immediately after the consummation of the Initial Public Offering.

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

  • 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 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.

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

  • 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.

  • Registerable Securities means (i) the Common Stock issued or issuable to the Shareholder upon conversion of the Series A Shares issued in accordance with the terms of the Loan Agreement, and (ii) any securities issued or issuable with respect to the Common Stock referred to in clause (i) by way of replacement, share dividend, share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

  • 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.

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

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

  • Piggyback Shares has the meaning ascribed to such term in Section 2.3(a)(iii).

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

  • Existing Holders shall have the meaning given in the Preamble.

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Class A Shares means Class A ordinary shares, par value US$0.0001 per share, in the share capital of the Company.

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

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