Piggyback Registration shall have the meaning given in subsection 2.2.1.
Piggy-Back Registration is defined in Section 2.2.1.
Piggyback Registrations has the meaning set forth in Section 3(a).
Piggyback Registration Statement has the meaning set forth in Section 3(a).
Underwritten Offering Notice has the meaning set forth in Section 2(b).
Piggyback means the document attached to this solicitation and entitled South Carolina Standard Amendment To End User License Agreements For Commercial Off- The-Shelf Software – Single Agency, which serves as South Carolina's standard amendment to a licensor's standard software licensing agreement (regardless of how denominated, e.g., master software licensing agreement, end user license agreement) for COTS. [Note: While the piggyback is generally indicative of what the District finds acceptable, terms in a Licensor’s standard software licensing agreement may need to be negotiated.]
Demand Registration shall have the meaning given in subsection 2.1.1.
Piggyback Request has the meaning set forth in Section 2(b).
Shelf Underwritten Offering shall have the meaning given in subsection 2.1.3.
Underwritten Offering means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
Initiating Holder has the meaning set forth in Section 2.01(a).
Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.
Underwritten Takedown has the meaning set forth in Section 2(d)(ii).
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 Notes, the Conversion 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 conversion, amortization and/or redemption of the Notes or exercise of the Warrants.
Demand Registration Request shall have the meaning set forth in Section 3.1.1(a).
Pending Underwritten Offering means, with respect to any Holder forfeiting its rights pursuant to this Section 4.5(l), any underwritten offering of Registrable Securities in which such Holder has advised the Company of its intent to register its Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of such Holder’s forfeiture.
Demand Registration Statement has the meaning set forth in Section 2.01(a).
Demand Registrations has the meaning set forth in Section 2(a).
Initial Registrable Securities means (i) the Warrant Shares issued or issuable upon exercise of the Warrants and (ii) any capital stock of the Company issued or issuable with respect to the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, in each case without regard to any limitations on the exercise of the Warrants.
Underwritten Registration or Underwritten Offering A registration in which securities of the Company are sold to an underwriter for reoffering to the public.
Marketed Underwritten Offering means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.
Registration Rights means the rights of the Holders to cause the Company to Register Registrable Securities pursuant to this Agreement.
Registrable Shares means (i) the Common Stock issuable or issued upon conversion pursuant to Section 2.5 of this Agreement, and (ii) any Common Stock or other securities issued or issuable in respect of shares referenced in (i) above, upon any stock split, stock dividend, recapitalization, or similar event; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which such Person's rights under this Section 10 are not assigned.
S-3 Registration has the meaning set forth in Section 5(a) of this Agreement.
Withdrawn Registration means a forfeited demand registration under Section 2.1 in accordance with the terms and conditions of Section 2.4.