Preferred Registrable Shares definition

Preferred Registrable Shares means (a) the shares of Common Stock into which each share of Preferred Stock held by any Stockholder has been converted or is then convertible and (b) any other shares of Common Stock of the Company issued in respect of the shares described in clause (a) above because of stock splits, stock dividends, reclassifications, recapitalizations, reorganizations or other similar events; provided, however, that shares of Common Stock that are Preferred Registrable Shares shall cease to be Preferred Registrable Shares (i) upon any sale by the holders thereof pursuant to a Registration Statement or Rule 144 under the Securities Act, or (ii) upon any sale in any manner to a Person which, by virtue of Section 16 hereof, is not entitled to the rights provided by this Agreement. Wherever reference is made in this Agreement to a request or consent of holders of a certain percentage of Preferred Registrable Shares, the determination of such percentage shall include all shares of Common Stock issued or issuable pursuant to clause (a) of this Section 1.13.
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Preferred Registrable Shares means the Series A Preferred Registrable Shares and the Series C Preferred Registrable Shares.
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Preferred Registrable Shares means the Series J Preferred Shares.
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Examples of Preferred Registrable Shares in a sentence

  • The Shelf Registration Statement shall be on Form F-3 or another appropriate registration statement permitting registration of such Preferred Registrable Shares for resale by the Holders of Preferred Registrable Shares in accordance with the methods of distribution elected by them and set forth in such Shelf Registration Statement.

  • Any discretionary waiver or termination of the restrictions contained in any such agreement by the Company or the Managing Underwriter shall first apply to the Holders of Preferred Registrable Shares, which shall have preference over all other holders of the Company’s securities to register and sell the shares to be registered within such waiver or termination of restrictions.

  • The foregoing provisions of this Section ‎‎3.10 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to a Holder of Preferred Registrable Shares if all officers, directors and all shareholders of the Company, individually holding at least 1% of the Company’s issued and outstanding shares (on an as converted basis) as determined by the Managing Underwriter, enter into substantially similar agreements.

  • Any request from the Managing Underwriter to a Holder of Preferred Registrable Shares pursuant to the preceding sentence shall apply to all Holders of Preferred Registrable Shares.


More Definitions of Preferred Registrable Shares

Preferred Registrable Shares means: -----------------------------
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Preferred Registrable Shares means at any time (i) any Common Shares then outstanding which were issued upon conversion of Series A Preferred Shares; (ii) any Common Shares then issuable upon conversion of Series A Preferred Shares then outstanding; (iii) any Common Shares then outstanding which were issued as, or were issued upon the conversion or exercise of other securities issued as, a dividend or other distribution with respect to or in replacement of Series A Preferred Shares or other Preferred Registrable Shares; and (iv) any Common Shares then issuable upon the conversion or exercise of other securities which were issued as a dividend or other distribution with respect to or in replacement of Series A Preferred Shares or other Preferred Registrable Shares; provided that Preferred Registrable Shares shall not include any shares which have theretofore been registered and sold pursuant to the Securities Act or which have been sold to the public pursuant to Rule 144 or any similar rule promulgated by the Commission pursuant to the Securities Act. For purposes of this Agreement, a Person will be deemed to be a holder of Preferred Registrable Shares whenever such Person has the then-existing right to acquire such Preferred Registrable Shares (by conversion, purchase or otherwise), whether or not such acquisition has actually been effected.
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Preferred Registrable Shares means (i) the shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock issued (a) pursuant to a Series A Convertible Stock and Warrant Purchase Agreement dated as of April 5, 1994, as amended, by and among the Company and such Purchasers (the "Stock Purchase Agreement"), (b) upon conversion of the Series A Warrant Shares, or (c) as payment of interest on, or upon conversion of the principal amount of, certain of the Notes, (ii) the shares of Common Stock issued or issuable upon the conversion of the Company's Series B Preferred Stock, issued as payment of interest on, or upon conversion of the principal amount of, certain of the Notes, (iii) the shares of Common Stock issued or issuable upon conversion of the Company's Series C Preferred Stock issued pursuant to the Series C Stock Purchase Agreement, and (iv) any other shares of Common Stock of the Company issued in respect of such shares (because of stock splits, stock dividends, reclassifications, recapitalizations, or similar events). Wherever reference is made in this Agreement to a request or consent of holders of a certain percentage of the Preferred Registrable Shares, or to a number or percentage of Preferred Registrable Shares held by a Series A Stockholder, a Series B Stockholder or a Series C Stockholder (all as defined below), such reference shall be intended to refer to shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock even though such conversion has not yet been effected.
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Preferred Registrable Shares means (i) the Ordinary Shares issuable or issued upon conversion of the Preferred Shares of the Company, (ii) all Ordinary Shares or other securities convertible into Ordinary Shares that the Investors currently hold or may hereafter purchase pursuant to their preemptive rights, rights of first refusal or otherwise, and all Ordinary Shares issued on conversion or exercise of other securities so purchased, (iii) any Ordinary Shares of the Company 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, the shares referenced in (i) to (iii) above, excluding in all cases, however, any Registrable Shares sold in a transaction in which rights under this Section ‎3 are not assigned; and (iv) provided, however, with respect to OIC Growth Gauzy Holdings, LLC, the term “Preferred Registrable Shares” shall solely mean (1) Warrant Shares actually issued under that certain Warrant to Purchase Preferred Shares, dated January 29, 2024, between OIC Growth Gauzy Holdings, LLC and the Company (the “Warrant Shares”), (2) Ordinary Shares issued upon conversion of any Preferred Shares issued as Warrant Shares, (3) any Ordinary Shares of the Company issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (1) to (3) above, excluding in all cases, however, any Registrable Shares sold in a transaction in which rights under this Section ‎3 are not assigned, and the terms “Holder,” “Initiating Holders,” “Registrable Shares” and any other terms in this Agreement shall be likely construed.
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Preferred Registrable Shares shall solely mean (1) Warrant Shares actually issued under that certain Warrant to Purchase Preferred Shares, dated January 29, 2024, between OIC Growth Gauzy Holdings, LLC and the Company (the “Warrant Shares”), (2) Ordinary Shares issued upon conversion of any Preferred Shares issued as Warrant Shares, (3) any Ordinary Shares of the Company issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (1) to (3) above, excluding in all cases, however, any Registrable Shares sold in a transaction in which rights under this Section ‎3 are not assigned, and the terms “Holder,” “Initiating Holders,” “Registrable Shares” and any other terms in this Agreement shall be likely construed.
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Related to Preferred Registrable Shares

  • 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.

  • 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.

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

  • 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.