Registrable Common Shares means the Common Shares held by the Shareholders or affiliates of the Shareholders as of the date of the Qualifying IPO; provided, however, that Registrable Common Shares shall not include any securities that are or become tradeable without restriction as to volume pursuant to Rule 144 or that are sold by a Person to the public either pursuant to a Registration Statement or Rule 144.
Registrable Common Shares means all Common Shares of the Issuer owned by the Holders and the Piggyback Holders or into which the Series G Shares, Series H Shares or Warrants owned by the Holders and the Piggyback Holders may be converted or exercised. Registrable Common Shares shall cease to be Registrable Common Shares when (i) a registration statement with respect to the sale of such Common Shares shall have become effective under the Securities Act and such Common Shares shall have been disposed of pursuant to such registration statement, or (ii) such Common Shares shall have ceased to be outstanding.
Registrable Common Shares means the shares of Common Stock issued to the Investors pursuant to the Purchase Agreement and the Warrant Shares, and any shares of capital stock issued or issuable from time to time (with any adjustments) in replacement of, in exchange for or otherwise in respect of such shares of Common Stock or Warrant Shares.
Examples of Registrable Common Shares in a sentence
If any of the Registrable Common Shares is to be sold in an underwritten Shelf Takedown initiated by the Shareholder, the Shareholder shall have the right to select the underwriter or underwriters, but only with the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed).
The Company shall use commercially reasonable efforts to keep any Shelf Registration Statement continuously effective for the period beginning on the date on which such Shelf Registration Statement is declared effective and ending on the date that all of the Registrable Common Shares registered under the Shelf Registration Statement cease to be Registrable Common Shares or, promptly following the date the Shareholder requests its Registrable Common Shares be deregistered.
Notwithstanding the foregoing, any Shareholder that (i) ceases to be the registered owner of Registrable Common Shares or (ii) ceases to be an Affiliate of AV Minerals, shall automatically cease to be a Shareholder and, in the case of clause (ii), any shares of Registrable Common Shares held by such Person shall automatically cease to be Registrable Common Shares for all purposes hereunder.
If the Common Shares that can be sold is less than the Registrable Common Shares proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Common Shares to be so sold shall be allocated to the Shareholder.
At any time when there is more than one Shareholder, they shall act collectively as if they were one Shareholder holding all of their shares of Registrable Common Shares, and any act, determination or request permitted or required to be done or made hereunder by any of them shall be done or made solely by AV Minerals on their behalf in a coordinated manner as if they were one Shareholder.
More Definitions of Registrable Common Shares
Registrable Common Shares means (x) the Additional Shares held or to be acquired by the Shareholder on or as of the date of this Agreement and (y) those Conversion Shares issued or issuable to the Shareholder upon redemption of those 8,149,594 Partnership Units currently held by the Shareholder, if the Shareholder were to receive or receives Conversion Shares upon redemption of such Partnership Units, including any securities issued in respect of such securities by reason of or in connection with any exchange for or replacement of such securities or any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any combination of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Common Shares, until, in the case of any such securities, the earliest to occur of (i) the date on which its resale has been registered effectively pursuant to the Securities Act and disposed of in accordance with the Registration Statement relating to it or (ii) the date on which either it is distributed to the public pursuant to Rule 144 or is saleable without restriction pursuant to Rule 144(k) promulgated by the Commission pursuant to the Securities Act as confirmed in a written opinion of counsel to the Company addressed to the Holder. All references in this Agreement to a “Holder” or “Holder of Registrable Common Shares” shall include the Shareholder(s) holding Additional Shares and the holder or holders of the Partnership Units to the extent of the Conversion Shares then underlying such Partnership Units. For purposes of determining the number of Registrable Common Shares held by a Holder and the number of Registrable Common Shares outstanding, for purposes of this Agreement (including the definition of “Holder”) but not for any other purpose, any holder of record of Partnership Units shall be deemed to be a Holder of the number of Conversion Shares issuable upon conversion of such Partnership Units and all such Conversion Shares shall be deemed to be outstanding Registrable Common Shares.
Registrable Common Shares means any Common Shares issued or issuable pursuant to the Transaction Documents, together with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.
Registrable Common Shares means the Subject Common Shares, provided, that Subject Common Shares shall cease to be Registrable Common Shares when (i) such Subject Common Shares are sold (A) pursuant to a Registration Statement or other qualified document filed, when declared effective, under Applicable Securities Laws or (B) without registration pursuant to Rule 144 under the Securities Act or as otherwise permitted under Applicable Securities Laws, or (ii) the Company delivers to the Holders an opinion of counsel satisfactory to the Holders of a majority of the Subject Common Shares then outstanding to the effect that such Subject Common Shares may be publicly offered without registration under Rule 144 under the Securities Act or as otherwise permitted under Applicable Securities Laws.
Registrable Common Shares means, at any time, (i) all Common Shares held of record by Man Group U.K. as of the date hereof, (ii) any securities of the Company issued or issuable after the date hereof with respect to the Common Shares referred to in clause (i) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and (iii) securities issued by the issuer thereof in exchange for or in replacement of any securities referred to in clauses (i) and (ii), but excluding (iv) any and all such Common Shares and other securities referred to in clauses (i), (ii) and (iii) that (a) have been sold pursuant to an effective registration statement or Rule 144 under the Securities Act, (b) have been sold in a transaction where a subsequent public distribution of such securities would not require registration under the Securities Act, (c) are eligible for sale pursuant to Rule 144(k) under the Securities Act or (d) are not outstanding (or any combination of clauses (a), (b), (c) and (d)).
Registrable Common Shares means the Common Shares, and any shares of capital stock issued or issuable from time to time (with any adjustments) in exchange for or otherwise with respect to the Common Shares (including shares issued pursuant to Section 2.2 hereof).
Registrable Common Shares means (A) each share of Common Stock issued or issuable upon the exchange of the Exchangeable Preferred Stock in accordance with the Certificate of Designations, (B) each Warrant Share issued or issuable upon exercise of the Warrants; (C) any other shares of Common Stock held by the Holders on the date hereof and (D) any stock of the Company issued as a dividend, or other distribution with respect to, the Common Stock referred to in clause (A) or (B); until the earlier of (i) the date on which all of the Registrable Common Shares then owned by such Holder have been effectively registered under the Securities Act and disposed of in accordance with such registration statement and (ii) the date on which all of the Registrable Common Shares then owned by such Holder may be sold pursuant to Rule 144 without volume or manner of sale restrictions.
Registrable Common Shares means (A) each share of Common Stock issued or issuable upon the exchange of the Exchangeable Preferred Stock in accordance with the Certificate of Designations, (B) any other shares of Common Stock acquired by Warburg Pincus Private Equity IX, L.P., Warburg Pincus & Co., Warburg Pincus LLC, Warburg Pincus IX LLC, Warburg Pincus Partners LLC and their Controlled Affiliates (but excluding their successors and assigns) and (C) any stock of the Company issued as a dividend, or other distribution with respect to, the Common Stock referred to in clause