Purchaser Registrable Securities definition

Purchaser Registrable Securities means Registrable Securities derived from or relating to the Preferred Units issued to the Investors and the other purchasers under the Equity Purchase Agreement.
Sample 1Sample 2Sample 3
Purchaser Registrable Securities means the following: (i) any Company Securities held by any Purchaser (other than Common Shares subject to or issued directly or indirectly pursuant to an Employee Equity Agreement), (ii) any Company Securities issued or issuable as a result of a share split, share dividend, recapitalization or similar event with respect to the Company Securities described in clauses (i) above, and (iii) Company Securities issued in replacement or exchange of any of the Company Securities issued in clauses (i) or (ii) above; provided, however, that such Company Securities described in clauses (i)-(iii) above shall cease to be Purchaser Registrable Securities upon any sale pursuant to a registration statement under the Securities Act, provided, further, Purchaser Registrable Securities shall cease to be Purchaser Registrable Securities with respect to a Purchaser when such Purchaser is (i) eligible to sell or transfer free of restrictive legends all of such Purchaser’s Purchaser Registrable Securities pursuant to Rule 144 under the Securities Act in any three month period taking into account applicable aggregation rules pursuant to Rule 144(e) under the Securities Act and (ii) is not an “affiliate” of the Company for purposes of the application of Rule 144 and has not been an affiliate of the Company for the three months prior to any proposed sale.
Sample 1Sample 2
Purchaser Registrable Securities means (i) the Conversion Shares, (ii) the Purchaser Warrant Shares, (iii) securities issued or issuable upon any stock split, stock dividend, recapitalization or similar event with respect to the foregoing, and (iv) other securities issued as a dividend or other distribution with respect to, in exchange for or in replacement of the securities referred to in the preceding clauses.
Sample 1Sample 2

Examples of Purchaser Registrable Securities in a sentence

  • Subject to the approval rights granted to the holders of Purchaser Registrable Securities under the Equity Purchase Agreement, the Board shall select the investment banker(s) and manager(s) to administer the offering.

  • By acceptance of any benefits under Section 2, Holders of Registrable Securities and Purchasers of Purchaser Registrable Securities hereby agree to be bound by the provisions hereunder.

  • Pursuant to the provisions of Section 9(d) of the Second Amended Agreement, this Agreement amending and supplementing the Second Amended Agreement will be valid, binding, and effective against all parties to the Second Amended Agreement when the Omnibus Amendment has been signed by CompleTel LLC and the holders of a majority of the outstanding Purchaser Registrable Securities.

  • Such notice shall state the intended method of disposition of the Registrable Securities or Purchaser Registrable Securities by such Holder or Purchaser.

  • All Holders or Purchasers proposing to distribute their Registrable Securities or Purchaser Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company.

  • The Company acknowledges that any failure, refusal or inability by the Company described in the foregoing paragraphs (i) through (v) will cause the Purchasers to suffer damages in an amount that will be difficult to ascertain, including without limitation damages resulting from the loss of liquidity in the Purchaser Registrable Securities and the additional investment risk in holding the Purchaser Registrable Securities.

  • Each Holder or Purchaser desiring to include in any such registration statement all or any part of the Registrable Securities or Purchaser Registrable Securities, respectively, held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing.

  • If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities and the Purchasers of Purchaser Registrable Securities.

  • In no event will shares of any other selling shareholder be included in any such registration which would reduce the number of shares which may be included by Holders or Purchasers without the written consent of Holders or Purchasers of more than fifty percent (50%) of the aggregate number of Registrable Securities and Purchaser Registrable Securities proposed to be sold in the offering.

  • If any Piggyback Registration is an underwritten offering, subject to the approval rights granted to the holders of Purchaser Registrable Securities under the Equity Purchase Agreement, the Board shall select the investment banker(s) and manager(s) to administer the offering.


More Definitions of Purchaser Registrable Securities

Purchaser Registrable Securities means (i) any shares of Common Stock issued or issuable to the Individual Purchasers or the Investor or acquired by, or issued or issuable to, the Individual Purchasers or the Investor by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in each of case (i) and (ii), which shares have not been registered under the Securities Act. For purposes of this Agreement, a Person will be deemed to be a holder of Purchaser Registrable Securities whenever such Person has the right to acquire directly or indirectly such Purchaser 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.
Sample 1
Purchaser Registrable Securities means: (i) any of the shares -------------------------------- of Common Stock sold by TPG to the Purchasers pursuant to the TPG Securities Purchase Agreement or sold by the Company to the Purchasers pursuant to the March 1996 Securities Purchase Agreement; (ii) any of the shares of Class B Common Stock issuable upon exercise of Warrants (as defined in the Note Purchase Agreement); and (iii) any securities issued or issuable with respect to such Common Stock of the Company referred to in clauses (i) and (ii) immediately above by way of stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization or otherwise. As to any particular Purchaser Registrable Securities, such securities will cease to be Purchaser 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 successor rule. The foregoing notwithstanding, a security will not cease to be a Purchaser Registrable Security until all stop transfer instructions and notations and restrictive legends with respect to such security have been lifted or removed. For purposes of this Agreement, a Person will be deemed to be a Holder whenever such Person has the right to acquire directly or indirectly such Purchaser 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.
Sample 1
Purchaser Registrable Securities means, (i) any Common Stock issued or distributed in respect of units of the LLC issued to Purchaser and (ii) common equity securities of the Company or a Subsidiary of either the LLC or the Company 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.
Sample 1
Purchaser Registrable Securities means (i) any shares of Common Stock acquired by, or issued or issuable to, CCT, the Individual Purchasers, the Investor, or Larkspur on or after the date hereof, (ii) any shares of capital stock of the Company acquired by CCT or the Individual Purchasers on or after the date hereof, and (iii) any shares of capital stock of the Company issued or issuable with respect to the securities referred to in clauses (i) or (ii) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. For purposes of this Agreement, a Person will be deemed to be a holder of Purchaser Registrable Securities whenever such Person has the right to acquire directly or indirectly such Purchaser 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.
Sample 1

Related to Purchaser Registrable Securities

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

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

  • Registerable Securities means the shares of Common Stock issued or issuable upon exercise of the Warrants.

  • Registrable Security means (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants (including any shares of the Common Stock issued or issuable upon the exercise of any such 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 or purchased in the IPO or at any time thereafter, (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 $2,000,000 made to the Company by a Holder, and (e) any other equity security of the Company issued or issuable with respect to any such shares 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.

  • 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 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.

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

  • 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.

  • Registrable Amount means an amount of Registrable Securities having an aggregate value of at least $200,000,000 (based on the anticipated offering price (as determined in good faith by the Requesting Shareholders)).

  • Listed Securities means any Shares, Share Options, stock, debentures, debenture stock or other securities for the time being issued by the Company and officially quoted by ASX;

  • Registrable IP means all patents, patent applications, statutory invention registrations, registered trademarks, registered service marks, registered Internet domain names and copyright registrations.

  • Piggyback Registrations has the meaning set forth in Section 3(a).

  • Piggyback Registration Statement has the meaning set forth in Section 3(a).

  • Piggy-Back Registration is defined in Section 2.2.1.

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

  • Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

  • Existing Holder means a Broker-Dealer, or any such other Person that may be permitted by the Trust, that is listed as the holder of record of APS in the Share Books.

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