Registrable Common Shares means the Shares (and not including the Registrable Warrant Shares) but excluding (i) any Shares that have been publicly sold or are eligible be sold under the Securities Act pursuant to Rule 144 of the Securities Act during any ninety (90) day period; (ii) any Shares sold by a person in a transaction pursuant to a registration statement filed under the Securities Act, or (iii) any Shares that are at the time subject to an effective registration statement under the Securities Act.
Registrable Common Shares means the Common Shares held by the Stockholders or affiliates of the Stockholders as of the date of the Qualifying IPO, provided however, Registrable Common Shares shall not include any securities sold by a Person to the public either pursuant to a Registration Statement or Rule 144.
Registrable Common Shares means the Debenture Shares and the Investor Shares (and not including the Registrable Warrant Shares) but excluding (i) any Registrable Common Shares that have been publicly sold or may be sold immediately without registration under the Securities Act either pursuant to Rule 144(k) of the Securities Act or otherwise; (ii) any Registrable Common Shares sold by a person in a transaction pursuant to a registration statement filed under the Securities Act, or (iii) any Registrable Common Shares that are at the time subject to an effective registration statement under the Securities Act.
Examples of Registrable Common Shares in a sentence
All Registrable Common Shares held by or acquired by any Affiliated Persons will be aggregated together for the purpose of determining the availability of any rights under this Agreement.
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, it being understood that subsequent Holders of the Registrable Common Shares are intended third party beneficiaries of this Agreement.
If the number of shares which can be sold exceeds the number of shares of Registrable Common Shares proposed to be sold, such excess shall be allocated pro rata among the other holders of securities, if any, desiring to participate in such registration based on the amount of such securities initially requested to be registered by such holders or as such holders may otherwise agree.
The Issuer also agrees to indemnify any underwriters of the Registrable Common Shares, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Registering Holders provided in this Section 3.07(a).
In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Party that had the largest number of Registrable Common Shares included in such registration.
More Definitions of Registrable Common Shares
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 (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 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 (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
Registrable Common Shares means, collectively, with respect to any Stockholder, (a) the shares of Common Stock issued or issuable in the name of such Stockholder pursuant to the Mergers and held in the name of such Stockholder, (b) the Warrant Shares issued or issuable from time to time in the name of such Stockholder pursuant to US LEC Warrants held in the name of such Stockholder as of the date hereof, and (c) any shares of Common Stock paid, issued or distributed in the name of such Stockholder in respect of any shares of Common Stock referred to in clause (a) or (b) (including Warrant Shares) by way of a stock dividend or distribution or stock split and held by such Stockholder. Shares of Common Stock shall cease to be Registrable Common Shares in accordance with Section 2.
Registrable Common Shares means each of the Grant Shares and the Additional Manager Plan Shares, upon original issuance thereof and at all times subsequent thereto, including upon the transfer thereof by the original Holder or any subsequent Holder and 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 share dividend, share distribution, share 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 it 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 or is saleable, in each case pursuant to Rule 144 promulgated by the Commission pursuant to the Securities Act.