Majority of Registrable Securities definition

Majority of Registrable Securities. A majority of the then outstanding aggregate principal amount of Registrable Securities. For purposes of this calculation, Registrable Securities which have been converted into shares of Common Stock shall be deemed to bear the principal amount at which such Registrable Securities were converted.
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Majority of Registrable Securities means, in relation to any registration, more than fifty percent (50%) of all Registrable Securities included or to be included in such registration.
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Majority of Registrable Securities means a majority of the then outstanding aggregate principal amount of Registrable Securities.
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Examples of Majority of Registrable Securities in a sentence

  • The Company shall not grant registration rights to any holders of the Company’s securities that are more favorable to such holders without the prior written consent of Holders of a Majority of Registrable Securities.

  • Data science uses optimization to fit parameters in models, where for example a quality of fit measure (e.g., sum of squared errors) is minimized.

  • If any Demand Registration or any registration effected pursuant to Section 3.3 hereof is an underwritten offering, or a best efforts underwritten offering, the investment bankers and managing underwriters in such registration will be selected by the Company, subject to the approval of Holders of a Majority of Registrable Securities to be included in such registration, (which approval will not be unreasonably withheld or delayed).

  • If any Demand Registration or any registration effected pursuant to sec.2 hereof is an underwritten offering, the investment bankers and managing underwriters in such registration will be selected by the holders of a Majority of Registrable Securities requesting such Demand Registration, subject to the approval of the Company (which approval will not be unreasonably withheld or delayed).

  • Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by the holders of a Majority of Registrable Securities to be included in such Demand Registration.

  • Holders of a Majority of Included Registrable Securities included in such underwritten offering shall have the right to select one (1) firm of legal counsel to represent all of the Holders (along with any reasonably necessary local counsel), in connection with such Piggyback Registration; provided, that the Company shall select such counsel (including local counsel) if the Holders of such Majority of Registrable Securities cannot so agree on the same within a reasonable time period.

  • The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of a Majority of Registrable Securities.

  • Upon the Company first becoming a WKSI, the Company may, and, if requested by the Holders of a Majority of Registrable Securities with securities registered on an existing Shelf Registration Statement, the Company will convert such existing Shelf Registration Statement to an Automatic Shelf Registration Statement.

  • Such separate form shall be designated in writing by, in the case of the Holders, the Holders of a Majority of Registrable Securities covered by the Registration Statement held by Holders that are Indemnified Parties pursuant to Section 5(a) and, in the case of Persons indemnified pursuant to Section 5(b), the Company.


More Definitions of Majority of Registrable Securities

Majority of Registrable Securities means, in general, fifty-one percent (51%) or more of all outstanding Registrable Securities, and shall mean, in reference to the Registrable Securities the Holders of which have requested or agreed to be included in any particular registration, fifty-one percent (51%) of such Registrable Securities. "Permitted Transferee" shall mean as to any Investor: (A) any affiliate of such Investors; (B) any Person who shall acquire Registrable Securities from such Investor and in a transaction not involving any public offering or a "broker's transaction" as defined in Rule 144 (or any rule or statute successor thereto) under the Securities Act; (C) any Person who shall acquire Registrable Securities from such Investor or any other Permitted Transferee in connection with the distribution of such Registrable Securities by such Investor or such other Permitted Transferee to the beneficial owners (including, without limitation, the general partners and the limited partners of a general or limited partnership, the shareholders of a corporation and the beneficiaries of a trust) of any securities or other equity or ownership interests of such Investor or such other Permitted Transferee; (D) any Person who shall acquire (whether by operation of law or otherwise) all or any substantial part of the assets of such Investor or any Permitted Transferee; or (E) any executor, administrator, heir or legatee of a Permitted Transferee or any trustee of any trust for the benefit of such Permitted Transferee and his or her spouse, parents and children. "Person" shall mean an individual, partnership, corporation, association, trust, joint venture, unincorporated, organization, and any government, governmental department or agency or political subdivision thereof. "Preferred Stock" shall mean, collectively, the Series B Preferred Stock and the Series C Preferred Stock. "Qualified Initial Public Offering" shall mean an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of shares of Common Stock of the Company but only if (i) in the aggregate proceeds (before deduction of any underwriting discounts, commissions or expenses) received by the Company from such public offering, at the public offering price, shall equal or exceed $10,000,000; (ii) the public offering price per share of Common Stock of the Company in such public offering shall equal or exceed an amount equal to 300% of the then Se...
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Related to Majority 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;

  • 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.

  • 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.

  • 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.

  • 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 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.

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

  • Piggy-Back Registration is defined in Section 2.2.1.

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

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

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

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

  • 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.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Acting Holders means, at the time of determination, Holders of at least 40% of the outstanding CVRs as set forth on the CVR Register.

  • Majority Holders means the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.

  • 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.

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