Shelf Offering has the meaning set forth in Section 1(d)(i).
Shelf Offering Notice has the meaning set forth in Section 2(d)(ii).
Shelf Registrable Securities has the meaning set forth in Section 1(d)(i).
Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.
Initial Shelf Registration See Section 3(a).
Subsequent Shelf Registration shall have the meaning given in subsection 2.3.2.
Shelf Underwritten Offering shall have the meaning given in subsection 2.1.3.
Subsequent Shelf Registration Statement has the meaning set forth in Section 2(b) hereof.
Resale Shelf Registration Statement shall have the meaning given in subsection 2.3.1.
Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.
Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.
Initial Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.
Automatic Shelf Registration Statement means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.
Shelf Holder means any Holder that owns Registrable Securities that have been registered on a Shelf Registration Statement.
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.
Piggyback Registration Statement has the meaning set forth in Section 3(a).
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.
Shelf Registration Event shall have the meaning set forth in Section 2(b) hereof.
Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.
Piggyback Registration shall have the meaning given in subsection 2.2.1.
Shelf Registration Event Date shall have the meaning set forth in Section 2(b) hereof.
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 Offering means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.
Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).
Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.