Registrable Bonds definition

Registrable Bonds means the Bonds, until the earliest to occur of (a) the date on which any Bond has been exchanged by a Person other than a Participating Broker-Dealer for Exchange Bonds in the Exchange Offer, (b) following the exchange by a Participating Broker-Dealer in the Exchange Offer of any Bond for one or more Exchange Bonds, the date on which such Exchange Bonds are sold to a purchaser in accordance with the Exchange Offer Registration Statement, (c) the date on which any Bond has been registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement and (d) the date on which any Bond is eligible to be distributed to the public pursuant to Rule 144(k) under the Securities Act.
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Registrable Bonds means the Bonds; provided, however, that Bonds shall cease to be Registrable Bonds when (i) a Registration Statement with respect to such Bonds shall have become effective under the Securities Act and such Bonds shall have been disposed of pursuant to such Registration Statement, (ii) such Bonds shall have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act, (iii) such Bonds shall have ceased to be outstanding, (iv) such Bonds shall have been exchanged for Exchange Bonds upon consummation of the Exchange Offer and the holder thereof (other than an Affiliate of the Company) could sell the Exchange Bonds without compliance with the prospectus delivery requirements of the Securities Act or (v) the Rule 144(k) Period has expired.
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Registrable Bonds means the Bonds; PROVIDED, HOWEVER, that the Bonds shall cease to be Registrable Bonds when (i) the Bonds have been exchanged for Exchange Bonds in an Exchange Offer as contemplated in Section 2(a); (ii) in the circumstances contemplated by Section 2(b), a registration statement registering the Bonds under the Securities Act has been declared or becomes effective and the Bonds have been sold or otherwise transferred by the holder thereof pursuant to such effective registration statement; (iii) the Bonds are sold pursuant to Rule 144 under circumstances in which any legend borne by the Bonds relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed or the Bonds are eligible to be sold pursuant to paragraph (k) of Rule 144; or (iv) the Bonds shall cease to be outstanding.
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Examples of Registrable Bonds in a sentence

  • If any transferee of any Holder shall acquire Registrable Bonds in any manner, whether by operation of law or otherwise, such Registrable Bonds shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Bonds, such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof.

  • Whenever the consent or approval of Holders of a specified percentage of Registrable Bonds is required hereunder, Registrable Bonds held by the Company or its Affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

  • In any such underwritten offering, the underwriter or underwriters and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Registrable Bonds included in such offering; provided, however, that such underwriters and managers must be reasonably satisfactory to the Company.

  • The Company shall not permit any securities other than Registrable Bonds to be included in the Shelf Registration.

  • Upon the request of any Holder of Registrable Bonds, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

  • The Company will, in the event a Shelf Registration Statement is declared effective, provide to each Holder of Registrable Bonds covered thereby, a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any other action required to permit unrestricted resales of the Registrable Bonds.

  • This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of the Initial Purchasers, including, without limitation and without the need for an express assignment, subsequent Holders; provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Bonds in violation of the terms of the Purchase Agreement or the Indenture.

  • The Company shall inform the Initial Purchasers, after consultation with the Trustee, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders in order to facilitate the tender of Registrable Bonds in the Exchange Offer.

  • The Holders of Registrable Bonds covered by the Shelf Registration Statement who desire to do so may sell the Bonds covered by such Shelf Registration in an underwritten offering, subject to the provisions of Section 3(n) hereof.

  • The Holders' obligations in this Section 4 to contribute shall be several in proportion to the principal amount of Registrable Bonds and Exchange Bonds registered for them and not joint.


More Definitions of Registrable Bonds

Registrable Bonds means the Bonds; provided, however, that ----------------- -------- ------- Bonds shall cease to be Registrable Bonds when (i) a Shelf Registration Statement with respect to such Bonds shall have been declared effective under the Act and such Bonds shall have been disposed of pursuant to such Registration Statement, (ii) such Bonds shall have been sold pursuant to Rule 144(k) (or any similar rule then in effect, but not Rule 144A) under the Act, (iii) such Bonds shall have ceased to be outstanding or (iv) the Bonds shall have been exchanged for Exchange Bonds which may be transferred without restriction under the Act.
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Registrable Bonds means the Bonds of any Holder; provided, however, that such Bonds shall cease to be Registrable Bonds when (i) a Registration Statement with respect to such Bonds shall have been declared effective under the 1933 Act and such Bonds shall have been disposed of pursuant to such Registration Statement, (ii) such Bonds can be sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act, (iii) such Bonds shall have ceased to be outstanding or (iv) the Exchange Offer is consummated (except in the case of Bonds purchased from the Issuer and continued to be held by the Initial Purchasers).
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Related to Registrable Bonds

  • 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.

  • 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.

  • Registrable Shares means (i) the Warrant Shares, and (ii) any other shares of Common Stock issued in respect of such shares (because of stock splits, stock dividends, reclassifications, recapitalizations, or similar events); provided, however, that shares of Common Stock which are Registrable Shares shall cease to be Registrable Shares (i) upon any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (ii) upon any sale in any manner to a person or entity which, by virtue of Section 13 of this Warrant, is not entitled to the rights provided by this Warrant.

  • 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.

  • 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.

  • 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 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)).

  • 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.

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

  • 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.

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

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

  • 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 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.

  • 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 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.

  • Underwriters' Securities means the Offered Securities other than Contract Securities.

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

  • S-3 Registration has the meaning set forth in Section 5(a) hereof.

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Covered Securities means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.

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

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

  • Trust Preferred Securities any preferred securities issued by a Trust Preferred Securities Subsidiary, where such preferred securities have the following characteristics:

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

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.