Piggyback Offering has the meaning set forth in Section 8(a).
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.]
Piggyback Shares has the meaning ascribed to such term in Section 2.3(a)(iii).
Piggyback Registration shall have the meaning given in subsection 2.2.1.
Piggyback Notice has the meaning specified in Section 2.02(a).
Piggyback Registration Statement has the meaning set forth in Section 3(a).
Piggyback Registrations has the meaning set forth in Section 3(a).
Piggy-Back Registration is defined in Section 2.2.1.
Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.
Initiating Holder has the meaning set forth in Section 2.01(a).
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.
Underwritten Offering Notice has the meaning set forth in Section 2(b).
Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.
Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.
Piggyback Request has the meaning set forth in Section 2(c)(i).
Demand Registration Notice has the meaning set forth in Section 2.1.
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.
Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
Registrable Shares means the shares of Common Stock (or such stock or securities as at the time are receivable upon the exercise of these Warrants) issuable upon exercise of the Warrants and shares or securities issued as a result of stock split, stock dividend or reclassification of such shares.
Shelf Offering has the meaning set forth in Section 1(d)(i).
Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.
Demand Registration shall have the meaning given in subsection 2.1.1.
Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.
Shelf Offering Notice has the meaning set forth in Section 1(d)(i).
Registrable Securities means (i) the Shares (if Common Stock) or all shares of Common Stock of the Company issuable or issued upon conversion of the Shares and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any stock referred to in (i).
Registrable Stock means (i) any shares of Common Stock issued or issuable upon the conversion of any of the Shares (ii) any Common Stock issued by way of a stock split, reorganization, merger or consolidation, and (iii) any Common Stock issued as a dividend on the Shares. For purposes of this Agreement, any Registrable Stock shall cease to be Registrable Stock when (v) a registration statement covering such Registrable Stock has been declared effective and such Registrable Stock has been disposed of pursuant to such effective registration statement, (w) such Registrable Stock is sold pursuant to Rule 144 (or any similar provision then in force) under the 1933 Act, (x) such Registrable Stock is eligible to be sold pursuant to Rule 144(k) under the 1933 Act, (y) such Registrable Stock has been otherwise transferred, no stop transfer order affecting such stock is in effect and the Company has delivered new certificates or other evidences of ownership for such Registrable Stock not bearing any legend indicating that such shares have not been registered under the 1933 Act, or (z) such Registrable Stock is sold by a person in a transaction in which the rights under the provisions of this Agreement are not assigned.