MDCP Registrable Securities definition

MDCP Registrable Securities means Registrable Securities derived from or relating to the Preferred Units issued to MDCP under the Equity Purchase Agreement.
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MDCP Registrable Securities means (i) any shares of Common Stock originally issued to MDCP pursuant to the Merger or the Holdco Merger, (ii) any Common Stock issued or issuable with respect to the securities referred to in clause (i) by way of a stock dividend or stock split or stock conversion or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization and (iii) any other Common Stock of the Company acquired by MDCP. As to any particular MDCP Registrable Securities, such securities shall cease to be MDCP 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) or a sale to the public pursuant to Rule 144(k). For purposes of this Agreement, a Person shall be deemed to be a holder of MDCP Registrable Securities whenever such Person has the right to acquire such MDCP 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), whether or not such acquisition has actually been effected.
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MDCP Registrable Securities means any Registrable Securities held by MDCP or any of its Permitted Transferees.
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Examples of MDCP Registrable Securities in a sentence

  • During any such period that the holders of MDCP Registrable Securities, as the case may be, are entitled to, but have failed or declined to, designate a Board Representative, the holders of a majority of MDCP Registrable Securities shall have the right to designate one representative to attend all Board meetings as a non-voting observer.

  • If the rights of holders of a majority of MDCP Registrable Securities to designate a Board Representative cease under the immediately preceding sentence, then the Company may use commercially reasonable efforts to effect the removal of such director.

  • To the extent that any such information made available to any holder of MDCP Registrable Securities would require disclosure under Regulation FD, such holder shall as a condition to receiving any such information that is not otherwise publicly available agree in writing to keep such information confidential and not disclose such information to any Person (i) unless such Person agrees to keep such information confidential or (ii) except as may be required by applicable law (including securities law).

  • If the holders of MDCP Registrable Securities fail or decline to fill the vacancy, then the directorship shall remain open until such time as the holders of a majority of MDCP Registrable Securities elect to fill it with a representative designated hereunder.

  • The right of holders of a majority of MDCP Registrable Securities to designate a Board Representative pursuant to this Section 1 shall terminate on the Expiration Date.

  • Subject to the terms and conditions of this Agreement, at any time the holders of a majority of the MDCP Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("LONG-FORM REGISTRATIONS").

  • At any time after the date hereof, the holders of at least a majority of MDCP Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities (i) on Form S-1 or any similar long-form registration (“Long-Form Registrations”) and (ii) on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available.

  • The holders of the MDCP Registrable Securities shall be entitled to request four Long-Form Registrations, the holders of the Mitchell Registrable Securities shall be entitled to request two Lonx-Xxxx Xegistrations, and the holders of the Co-Investor Registrable Securities shall be entitled to request one Long-Form Registration.

  • From and after the date that MDCP is no longer entitled to designate directors with multiple votes (as determined in accordance with the Company’s Certificate of Incorporation) (the “Beginning Date”) until the Expiration Date, the holders of a majority of the MDCP Registrable Securities may nominate up to the Applicable Number of Board Representatives to be elected to the Board.

  • Subject to the limitations set forth in this Section 1, the holders of a majority of MDCP Registrable Securities shall have the right to designate up to the Applicable Number of representatives for election to the Board (individually a "Board Representative" and collectively the "Board Representatives").


More Definitions of MDCP Registrable Securities

MDCP Registrable Securities has the meaning set forth in Section --------------------------- 5(a).
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MDCP Registrable Securities means Registrable Securities consisting --------------------------- of, or derived from, Class A Common initially purchased by MDCP under the Stock Purchase Agreement, "Frontenac Registrable Securities" means -------------------------------- Registrable Securities consisting of, or derived from, Class A Common initially purchased by Frontenac under the Stock Purchase Agreement, and "BV Registrable Securities" means Registrable Securities consisting of, or ------------------------- derived from, Class A Common initially purchased by BV under the Stock Purchase Agreement.
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MDCP Registrable Securities means Registrable Securities held by Madison Dearborn Capital Partners II, L.P. or its successor and assigns.
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Related to MDCP Registrable Securities

  • Registrable Securities has the meaning set forth in the Registration Rights Agreement.

  • 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 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 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.

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