Holder Registrable Securities definition

Holder Registrable Securities means at any time (a) shares of New Common Stock purchased by a Holder pursuant to the Equity Commitment Agreement or Syndication Agreement, (b) shares of New Common Stock received by a Holder pursuant to the exercise of the Collars and, without duplication, shares of New Common Stock that may be acquired by a Holder pursuant to the Collars, (c) shares of New Common Stock received by a Holder pursuant to the Amended Plan in respect of their bondholder claims, including pursuant to the Rights Offering, (d) any other shares of New Common Stock held by any of the Holders now or at any time in the future and (e) any additional shares of New Common Stock held by a Holder paid, issued or distributed in respect of any shares of the types described in clauses (a), (b), (c) and (d) of this definition by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise; provided, however, that as to any Holder Registrable Securities, such securities shall cease to constitute Holder Registrable Securities upon the earliest to occur of: (i) the date on which the securities are disposed of pursuant to an effective registration statement under the Securities Act; (ii) the date on which the securities are disposed of pursuant to Rule 144 (or any successor provision) under the Securities Act; and (iii) the date on which the securities cease to be outstanding.

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Holder Registrable Securities means in the order of priority for registration (i) those Series A Warrants issued to the Purchasers pursuant to the SPA; (ii) those Series B Warrants issued to the Purchasers pursuant to the SPA; (iii) those Series C Warrants issued to the Purchasers pursuant to the SPA and (iv) the Series A Effectiveness Warrants, if issued pursuant to Section 2(c). For the avoidance of doubt, in the event of SEC cutbacks pursuant to Rule 415, each successive class of security listed herein will be registered in full before the next class is registered.”

Holder Registrable Securities means the MDB Registrable Securities and the Medivation Registrable Securities.

Examples of Holder Registrable Securities in a sentence

Subject to Section 11.1(b), the Company will use its commercially reasonable efforts to effect the registration under the Securities Act of all Holder Registrable Securities which the Company has been so requested to register by the Holder on the same terms and conditions as the securities otherwise being sold in such registration, to the extent requisite to permit the disposition of the Holder Registrable Securities requested to be so registered.
Subject to Section 10(c), upon the execution and delivery of a Joinder by such Person, the Common Equity held by such Person shall become the category of Registrable Securities (i.e. Investor, Executive or Other Holder Registrable Securities) and such Person shall be deemed the category of Holder (i.e. Investor, Executive or Other Holder), in each case as set forth on the signature page to such Joinder.
The rights hereunder to cause the Company to register the Holder Registrable Securities may not be assigned by Holder except in connection with an assignment of the Warrant made in accordance with the terms of this Warrant Agreement.
The right to request registration or inclusion in any registration pursuant to Section 11.1 shall terminate on the date that the Holder Registrable Securities may immediately be sold under Rule 144 during any 90-day period.
The obligations of the Company and the Holder under this Section 11.5 shall survive completion of any offering of Holder Registrable Securities in a registration statement and the termination of this Agreement.
Unless a Short-Form Registration is available, the holders of Warrant Holder Registrable Securities shall be entitled to request one Long-Form Registration in which the Company shall pay all Registration Expenses ("COMPANY-PAID WARRANT HOLDER LONG-FORM REGISTRATION").
Further, this Agreement may not be amended, and no provision hereof may be waived, in each case, in any way which would adversely affect the rights of the Key Holders hereunder in a manner disproportionate to any adverse effect such amendment or waiver would have on the rights of the Investors hereunder, without also the written consent of the holders of at least a majority of the Key Holder Registrable Securities which shall not be unreasonable withheld, conditioned or delayed.
The term “Pro Rata Basis” shall mean a pro rata allocation among the Trust and the Holders participating in such registration, calculated on the basis of (1) the number of Trust Shares the Trust requests to include in such registration and (2) with respect to the Holders participating in such registration, the number of the Qualified Holder Registrable Securities the Holders request to include in such registration.
If the Holder desires to dispose of any of the Holder Registrable Securities (as defined below) in the public offering, it shall provide written notice thereof to the Company within fifteen (15) days after the receipt of any such notice, specifying the Holder Registrable Securities intended to be disposed of by the Holder.
Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities are first entirely excluded from the offering or (ii) any Investor Registrable Securities be excluded from such underwriting unless all Other Holder Registrable Securities are first excluded from such offering.

More Definitions of Holder Registrable Securities

Holder Registrable Securities means (a) all of the shares of Common Stock issuable upon conversion in full of the Preferred Stock (assuming on the date of determination the shares of Preferred Stock are converted in full without regard to any conversion limitations therein), (b) all shares of Common Stock issuable as dividends on the Preferred Stock assuming all dividend payments are made in shares of Common Stock and the Preferred Stock is held for at least 3 years, (c) all Warrant Shares (assuming on the date of determination the Warrants are exercised in full without regard to any exercise limitations therein), (d) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Preferred Stock or the Warrants (in each case, without giving effect to any limitations on conversion set forth in the Certificate of Designation or limitations on exercise set forth in the Warrants), (e) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing and (f) upon issuance, all of the shares of Common Stock issuable upon exercise of the Series A Effectiveness Warrants issuable pursuant to Section 2(c) herein; provided, however, that the Company shall not be required to maintain the effectiveness, or file another Registration Statement hereunder with respect to any Holder Registrable Securities that are not subject to the current public information requirement under Rule 144 and that are eligible for resale without volume or manner-of-sale restrictions without current public information pursuant to Rule 144 promulgated by the Commission pursuant to a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders.

Holder Registrable Securities. Common Stock issued pursuant to this Warrant and (ii) any shares of Common Stock issued or issuable in respect of such Common Stock upon any stock split, stock dividend, recapitalization, or similar event. Shares of Common Stock shall only be treated as Registrable Securities if 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, in the opinion of counsel to the Company, are available for sale in a single 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. Person: A corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, an estate, a governmental or political subdivision thereof or a governmental agency.