Class of Registrable Securities definition

Class of Registrable Securities means each of (i) the Class A Common Stock issued at Closing pursuant to the Investment Agreement, (ii) the Class A Common Stock resulting from the conversion of the Series A Preferred Stock or the Additional Shares or the exercise of any Warrants, (iii) the Class A Common Stock resulting from the conversion of the Non-Voting Stock resulting from the conversion of the Series A Preferred Stock, the Additional Shares or the exercise of any Warrants and (iv) the Non-Voting Stock.
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Class of Registrable Securities means the following, each of which constitutes a separate "Class of Registrable Securities":
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Class of Registrable Securities means, as applicable, each of (i) the Private Units (or underlying Company Shares), (ii) the Working Capital Units (or underlying Company Shares), (iii) the Initial Shares and (iv) the Merger Consideration Shares, in each case to the extent constituting Registrable Securities.
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Examples of Class of Registrable Securities in a sentence

  • Registrations under this Section 2.2 shall be on such appropriate form of the SEC (i) as shall be selected by the Company Parties and as shall be reasonably acceptable to the holders of a majority of each Class of Registrable Securities requesting a Demand Registration and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in such holders' requests for such Registration.

  • If the holders of not less than a majority of any Class of Registrable Securities requesting a Demand Registration so elect, such offering of Registrable Securities shall be in the form of an Underwritten Offering.

  • Subject to Section 2.2(h), in no event shall the Company Parties be required to effect more than three Demand Registrations per Class of Registrable Securities.

  • If the holders of not less than a majority of any Class of Registrable Securities included in any offering pursuant to such Shelf Registration Statement so elect, such offering of Registrable Securities shall be in the form of an Underwritten Offering, and the Company Parties shall amend or supplement the Shelf Registration Statement for such purpose.

  • The Company is obligated to effect only four such registrations pursuant to this Section 12 for each Class of Registrable Securities.

  • The Company shall not be obligated to effect more than one registration under this Section 2 in any six month period relating to the same Class of Registrable Securities.

  • Any provision of this Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of a majority of each Class of Registrable Securities then outstanding.

  • At any time or from time to time, the Majority Holders of each applicable Class of Registrable Securities covered by a Registration Statement may elect to have such Registrable Securities sold in an Underwritten Offering.

  • The Minnesota Terrestrial Carbon Sequestration Project, an interdisciplinary research group, was organized to produce that assessment.


More Definitions of Class of Registrable Securities

Class of Registrable Securities means each of (i) the Class A Common Stock issued at Closing pursuant to the Investment Agreement, (ii) the Class A Common Stock resulting from the conversion of the Series A Preferred Stock or the Additional Shares or the exercise of any Warrants, (iii) the Class A Common Stock resulting from the conversion of the Non-Voting Stock resulting from the conversion of the Series A Preferred Stock, the Additional Shares or the exercise of any Warrants and (iv) the Non-Voting Stock. “Closing” means the closing of the investment contemplated pursuant to the Investment Agreement. “Closing Date” means the date of the Closing. “Company” has the meaning given to that term in the Preamble to this Agreement. “Demand Registration Request” has the meaning given to that term in Section 4.1(a). “Exchange Act” means the Securities Exchange Act of 1934. “FTA Rules” has the meaning given to that term in Section 6.2(a). “Fully Exercising Holder” has the meaning given to that term in Section 5.1(b). “GAAP” has the meaning given to that term in Section 6.1(a).
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Class of Registrable Securities means, as applicable, (i) the Senior ------------------------------- Notes which are Registrable Securities (and any securities issued or issuable from time to time in exchange for or otherwise with respect to such Senior Notes) and (ii) the shares of Common Stock which are Registrable Securities (and any securities issued or issuable from time to time in exchange for or otherwise with respect to such Common Stock).
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Class of Registrable Securities means either those outstanding shares of Common Stock or those outstanding shares of $4.125 Preferred Stock, as the case may be, which are Registrable Securities.
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Related to Class of 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 Purchased Shares issued, (ii) the Warrant Shares issued or issuable upon exercise of the Warrants and (iii) any capital stock of the Company issued or issuable with respect to the Purchased Shares, the Warrant Shares or the Warrants, in each case as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on the exercise of the Warrants.

  • 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.

  • 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.

  • Registrable Shares means the Common Stock owned by the Holders, whether owned on the date hereof or acquired hereafter; provided, however, that shares of Common Stock that, pursuant to Section 3.1, no longer have registration rights hereunder shall not be considered Registrable Shares.

  • Other Registrable Securities means (i) all shares of Common Stock of the Company originally issued, directly or indirectly, to any Other Investor, and (ii) all shares of Common Stock of the Company issued or issuable, directly or indirectly, with respect to the securities referred to in clause (i) above upon exercise, conversion, or exchange or by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization. As to any particular Other Registrable Securities, such securities shall cease to be Other Registrable Securities when they have been (a) distributed to the public pursuant to an offering registered under the Securities Act, (b) sold in compliance with Rule 144, or (c) repurchased by the Company or any Subsidiary thereof or purchased or otherwise acquired by Sun, and, if such Other Registrable Securities are purchased or otherwise acquired by Sun, then such Other Registrable Securities shall be deemed Sun Registrable Securities. For purposes of this Agreement, a Person shall be deemed to be a holder of Other Registrable Securities, and the Other Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire, directly or indirectly, such Other Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right other than vesting), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Other Registrable Securities hereunder. In addition, following the Company’s initial public offering, an Other Investor’s registration rights pursuant to Sections 1 and 2 shall terminate and such Other Investor’s Registrable Securities shall cease to constitute Other Registrable Securities if all Other Registrable Securities held by such Other Investor (and its affiliates) may be sold under Rule 144(b)(1)(i) (or any successor thereto) without limitation under any other Rule 144 requirements, including without limitation the requirements of Rule 144(c)(1).

  • Registrable Stock means (A) all shares of Common Stock issued to the Purchasers upon exercise of the Series B Preferred Warrants purchased hereunder and (B) any capital stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Common Stock referred to in clause (A) of this definition;

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

  • 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.

  • 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.

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

  • 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 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 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 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 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.

  • Insider Shares means all of the shares of Common Stock of the Company owned by an Insider prior to the IPO; and (iv) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO.

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

  • Piggy-Back Registration is defined in Section 2.2.1.

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

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

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.

  • Investor Securities is defined in Section 2.1.

  • 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;

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

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