Management Registrable Securities definition

Management Registrable Securities means Other Investor Registrable Securities that constitute (i) any Common Equity held (directly or indirectly) by any Person listed on Exhibit C 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.

Management Registrable Securities means all shares of Computer Sciences GS Common Stock issued to the SRA Stockholders (other than Providence and Volgenau) pursuant to the Merger Agreement; provided that such shares will continue to be Management Registrable Securities in the hands of any Permitted Transferee thereof, and such shares will cease to be Management Registrable Securities: (i) when they have been effectively registered or qualified for sale by prospectus filed under the Securities Act and disposed of in accordance with the registration statement covering them or (ii) when they have been sold to the public in accordance with Securities Act Rule 144 or other exemption from registration under the Securities Act.

Management Registrable Securities means (i) all Registrable Securities initially issued to the Executives, including those issued under the Purchase Agreement and the Restricted Stock Agreements, as applicable and (ii) all Registrable Securities initially issued pursuant to a Restricted Stock Agreement to other members of senior management of the Company who also become a party to this Agreement after the date hereof pursuant to Section 9(k) below. Management Registrable Securities will continue to be Management Registrable Securities if held or acquired by any holder of Registrable Securities other than a holder of Investor Registrable Securities.

Examples of Management Registrable Securities in a sentence

• In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or holders of Principal Registrable Securities, Management Registrable Securities or Other Registrable Securities are, subject to the conditions and limitations of this Agreement, also for the benefit of, and enforceable by, any subsequent holder of Principal Registrable Securities, Management Registrable Securities or Other Registrable Securities.

• If the number of securities to be sold in the registration is so limited, the number of shares that are entitled to be included in the registration will be allocated in the following priority: (i) first, securities to be sold by Company, (ii) second, securities to be sold which are Health Management Registrable Securities, and (iii) third, securities to be sold which are Registrable Securities and all other securities with registration rights pari passu with Registrable Securities (“Third Category”).

• Any other Persons who purchase capital stock of the Company may, with the consent of the Company's Board of Directors and the Investor, become parties to this Agreement by executing a Joinder Agreement and such Registrable Securities held by such Person shall be classified in such Joinder Agreement as either Investor Registrable Securities, Seller Registrable Securities or Management Registrable Securities, as appropriate.

• The Company will pay all Registration Expenses (as defined in Section 5) relating to one Demand Registration for the holders of the EQT Registrable Securities, one Demand Registration for the holders of the Option Holder Registrable Securities and one Demand Registration for the holders of the Management Registrable Securities.

• The Company hereby acknowledges ---------------------- that the shares of Executive Stock are Management Registrable Securities (as such term is defined in the Registration Agreement).

More Definitions of Management Registrable Securities

Management Registrable Securities means (i) any shares of Common Stock issued to any Management Stockholder pursuant to the Recapitalization Agreement or held by any Management Stockholder as of the date hereof, (ii) any shares of Common Stock issued or issuable upon the exercise of any stock options issued to any Management Stockholder, (iii) any shares of Common Stock otherwise acquired by any Management Stockholder and (iv) any shares of Common Stock issued or issuable directly or indirectly with respect to the securities referred to in clauses (i), (ii) or (iii) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, including a recapitalization or exchange; provided, however, that in the event that pursuant to such recapitalization or exchange Non-Participating Securities are issued, such Non- Participating Securities will not be Registrable Securities.

Management Registrable Securities means Registrable Securities distributed upon liquidation of the LLC to the holders of any Class A Units or Class B Units issued to any Management Member pursuant to a Management Agreement.

Management Registrable Securities means any Class A Common Stock held by or issuable to Belixxx, Xxach or Notexxxx xxxn conversion of shares of Class B Common Stock, and any securities that may be issued or distributed or be issuable in respect of any Management Registrable Securities by way of stock dividend, stock split or other distribution, merger, consolidation, exchange offer, recapitalization or reclassification or similar transaction; provided, however, that any such Management Registrable Securities shall cease to be Management Registrable Securities to the extent a Registration Statement with respect to the sale of such Management Registrable Securities has been declared effective under the Securities Act and such Management Registrable Securities have been disposed of in accordance with the plan of distribution set forth in such Registration Statement. Unless otherwise provided herein, a percentage (or a majority) of the Management Registrable Securities shall be determined based on the number of securities remaining unregistered.

Management Registrable Securities means all Registrable Securities initially held by officers, directors or employees of the Company, including those issued under any Management Agreement to Rogex Xxxxxx, Xxltxx Xxxxxx, Xxymxxx Xxxxx xxx Danixx Xxxxxx. Xxnagement Registrable Securities will continue to be Management Registrable Securities if held or acquired by any holder of Registrable Securities other than a holder of Investor Registrable Securities.

Management Registrable Securities means (i) any shares of Common --------------------------------- Stock held by any Management Stockholder as of the date hereof and (ii) any other Common Stock issued or issuable with respect to the securities referred to in clause (i) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

Management Registrable Securities means (i) any Junior Common issued or issuable to Management pursuant to the LLC Agreement and vested pursuant to the terms of the applicable agreement for such Junior Common, (ii) any Junior Common subsequently acquired by Management or any of their respective Affiliates and vested pursuant to the terms of the applicable agreement for such Junior Common, and (iii) any securities of the LLC issued or issuable directly or indirectly with respect to the securities referred to in clauses (i) or (ii) above by way of recapitalization, merger, consolidation, exchange or other reorganization, including without limitation, Reclassified Securities issued with respect to such Junior Common. As to any particular Management Registrable Securities, such securities shall cease to be Management Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force). For purposes of this Agreement, a Person will be deemed to be a holder of Management Registrable Securities whenever such Person has the right to acquire directly or indirectly such Management Registrable Securities (upon conversion or exercise in connection with a transfer of securities or -3- 4 otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

Management Registrable Securities means Registrable Securities derived from or relating to (i) any Class B Units issued to any Management Member pursuant to an Executive Purchase Agreement (or any other Units issued by the LLC to a holder of such Class B Units in exchange therefor), or (ii) any Tier I Options or Tier II Options issued to any Management Member pursuant to an Executive Purchase Agreement.