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.
Sample 1Sample 2
Preferred Registrable Shares means the Series J Preferred Shares.
Sample 1
Preferred Registrable Shares means the Series A Preferred Registrable Shares and the Series C Preferred Registrable Shares.
Sample 1

Examples of Preferred Registrable Shares in a sentence

  • Such other Stockholders shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Preferred Registrable Shares and/or Other Registrable Shares as such Stockholders may request in such notice of election.

  • If any Registration Statement requested pursuant to this Section 3.1 does not become effective or remain effective for a period of one hundred eighty (180) days (or, if earlier, until all Preferred Registrable Shares and/or Other Registrable Shares covered thereby have been sold), the request for such registration shall not be included as one (1) of the registrations that may be requested pursuant to this Section 3.1 and shall be at the sole expense of the Company.

  • The Company shall have the right to designate the managing underwriter in any underwritten offering, except for any registration effected pursuant to Section 3, which designation shall be subject to the approval of the Stockholders holding a majority of the Preferred Registrable Shares that all Stockholders requested to be included in such offering, and which approval shall not be unreasonably withheld, conditioned or delayed.

  • If the Initiating Stockholders intend to distribute the Preferred Registrable Shares by means of an underwriting, they shall so advise the Company in their request.

  • Subject to the last sentence of Section 4.3, within 90 days following written request from a Preferred Stockholder or Preferred Stockholders holding not less than thirty-five percent (35%) of the then outstanding Preferred Registrable Shares, Transcend shall use its best efforts to effect the registration of such Preferred Registrable Shares on Form S-1 or Form S-2 (or any successor forms) or other appropriate Registration Statement designated by such Preferred Stockholder or Stockholders.

  • Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 of all Preferred Registrable Shares and/or Other Registrable Shares that the Company has been requested to so register and, if so requested, maintain the effectiveness of such Registration Statement until all applicable Preferred Registrable Shares and/or Other Registrable Shares have been sold as permitted by Rule 415 of the Securities Act.

  • All Stockholders proposing to distribute their Preferred Registrable Shares and/or Other Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that is mutually agreeable to the Company and the Stockholders holding a majority of the Preferred Registrable Shares and/or Other Registrable Shares that the Stockholders requested for inclusion in such registration.

  • The Company shall, at its own expense and as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 (or any successor form), of all Preferred Registrable Shares and/or Other Registrable Shares that the Company has been requested to so register.

  • 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.

  • The holders of a majority of the Preferred Registrable Shares requested to be registered will have the right to select the managing underwriters of any offering of the Corporation's securities in which the Corporation does not participate, subject to the approval of the Executive Committee, and the Corporation will have such right in any offering in which it participates.


More Definitions of Preferred Registrable Shares

Preferred Registrable Shares means: -----------------------------
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1

Related to Preferred Registrable Shares

  • 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.

  • Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock 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 such shares.

  • 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.

  • 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).

  • 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.

  • 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.

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its 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.

  • Other Registrable Securities means (i) any Common Equity held (directly or indirectly) by any Other Holders 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.

  • Registrable Common Stock means (i) any shares of Common Stock issued as Stock Consideration, (ii) any other security into or for which the Common Stock referred to in clause (i) has been converted, substituted or exchanged, and any security issued or issuable with respect thereto upon any stock dividend or stock split or in connection with a combination of shares, reclassification, recapitalization, merger, consolidation or other reorganization or otherwise.

  • Registrable Amount means a number of shares of Common Stock equal to 1% of the Common Stock issued and outstanding immediately after the consummation of the Initial Public Offering.

  • Registerable Securities means (i) the Common Stock issued or issuable to the Shareholder upon conversion of the Series A Shares issued in accordance with the terms of the Loan Agreement, and (ii) any securities issued or issuable with respect to the Common Stock referred to in clause (i) by way of replacement, share dividend, share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

  • Registrable Securities then outstanding means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

  • Required Registration Amount means either the Initial Required Registration Amount or the Additional Required Registration Amount, as applicable.

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

  • Demand Registration Notice has the meaning set forth in Section 2.1.

  • 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 Shares has the meaning ascribed to such term in Section 2.3(a)(iii).

  • Requesting Holders shall have the meaning given in Section 2.1.5.

  • 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.

  • Shelf Registrable Securities has the meaning set forth in Section 1(d)(i).

  • Insider Shares means all shares of Common Stock of the Company owned by an Insider immediately prior to the Company’s IPO. For the avoidance of doubt, Insider Shares shall not include any IPO Shares purchased by Insiders in connection with or subsequent to the Company’s IPO.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Existing Holders shall have the meaning given in the Preamble.

  • Demand Registration Statement has the meaning set forth in Section 2.01(a).