Registrable Common Shares definition
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
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.
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 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.
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.
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).
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 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 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, 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 (i) any shares of USCB Common Stock issued to the Investors pursuant to the Investment Agreement and the Small Investor Investment Agreements, (ii) any shares of USCB Common Stock or any security convertible into USCB Common Stock acquired by the Investors after the closing of the transactions contemplated by the Investment Agreement and the Small Investor Investment Agreements and prior to the date of an Initial Public Offering, and (iii) any other security into or for which the USCB Common Stock referred to in clauses (i) or (ii) has been reclassified, converted, substituted or exchanged, and any security issued or issuable with respect thereto upon any stock dividend, stock split, merger, recapitalization or similar event; provided, that securities shall cease to be Registrable Common Shares (w) upon any public sale pursuant to a Registration Statement, Section 4(1) of the Securities Act or Rule 144 under the Securities Act, (x) with respect to a Small Investor, when such Small Investor is eligible to sell, transfer or otherwise convey all of such Small Investor’s Registrable Common Shares pursuant to Rule 144 under the Securities Act in any 3 month period, (y) upon any sale in any manner to a person which, by virtue of Section 10 of this Agreement, is not entitled to the rights provided by this Agreement, or (z) upon repurchase by USCB.
Registrable Common Shares means, whether owned by Elutions or a Permitted Transferee, (1) the Shares, (2) any Warrant Shares issued by the Company upon exercise of any Warrant, and (3) any additional shares of Common Stock issued by the Company in respect of Shares or Warrant Shares described in subclause (1) or (2) after the issuance of such Shares or Warrant Shares, as applicable, or in respect of additional shares of Common Stock, in each case in connection with a stock dividend, stock split, combination, exchange, reorganization, recapitalization or similar reclassification of the Company's securities, or otherwise as a dividend or other distribution with respect to, or in exchange for or in replacement of such Shares, Warrant Shares or additional shares of Common Stock of the Company; provided, that, as to any particular Registrable Common Shares, such securities shall cease to constitute Registrable Common Shares when: (w) 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 disposed of thereunder; (x) such securities shall have been sold in satisfaction of all applicable conditions to the resale provisions of Rule 144 under the Securities Act (or any similar provision then in force); (y) such securities are otherwise transferred and such securities may be resold without subsequent registration under the Securities Act, or (z) such securities shall have ceased to be issued and outstanding.
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.