Registrable Equity Securities means, at any time, any Equity Securities of the Company, or any corporate successor to the Company by way of conversion, or any of their respective Subsidiaries which effects the IPO held by any Member until (i) a registration statement covering such Equity Securities has been declared effective by the SEC and such Equity Securities have been disposed of pursuant to such effective registration statement, (ii) such Equity Securities are sold under Rule 144 under the Securities Act or (iii) such Equity Securities are otherwise Transferred, the Company has delivered a new certificate or other evidence of ownership for such Equity Securities not bearing the legend required pursuant to this Agreement and such Equity Securities may be resold without subsequent registration under the Securities Act.
Registrable Equity Securities means (i) the shares of Common Stock issued to the Trust pursuant to the Plan, (ii) any additional shares of Common Stock or other Voting Stock or other equity securities issued by the Company to the Trust as a dividend upon or a distribution in respect of, or upon conversion of or in exchange for or as a result of any reclassification of, any such shares of Common Stock or any other equity security that is a Registrable Equity Security, (iii) any equity security issued upon exercise of any warrant, right or option which is a Registrable Equity Security, (iv) any equity security issued by the Company in exchange for, as a reclassification of or otherwise in respect of any Registrable Debt Security and (v) any other equity security which is considered a successor security in respect of any such security as provided in Section 7.1 hereof, in each case for so long as such equity security is owned by the Trust or a permitted transferee of the Trust's rights under Article II hereof in accordance with Section 2.9 hereof. For the avoidance of doubt, it is understood and agreed that any particular Registrable Equity Security shall cease to be such when (A) a Registration Statement with respect to the sale of such security shall have become effective under the Securities Act and such security shall have been disposed of in accordance with such Registration Statement, (B) such security shall have been sold pursuant to Rule 144 or (C) such security shall have ceased to be outstanding.
Registrable Equity Securities means, as of any date of determination, any shares of Common Stock that the Stockholders have acquired or have the right to acquire and any other securities issued or issuable with respect to any such shares by way of share split, share dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise acquired from time to time. As to any particular Registrable Equity Securities, once issued, such securities shall cease to be Registrable Equity Securities when (i) they are sold pursuant to an effective Registration Statement under the Securities Act, (ii) the Stockholder thereof, together with its, his or her affiliates, beneficially owns less than 1.0% of the shares of Common Stock at such time and such Stockholder is able to dispose of all of its, his or her Registrable Equity Securities pursuant to Rule 144 without any volume limitations or manner of sale limitations thereunder, provided that at such time such Registrable Equity Securities are not required to bear any legend restricting the transfer thereof, or (iii) they shall have ceased to be outstanding.
Examples of Registrable Equity Securities in a sentence
The Company hereby agrees with each Holder, for so long as any Transfer Restricted Registrable Equity Securities remain outstanding and during any period in which the Company is subject to Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.
In connection with any such Direct Action, the rights of the Depositor will be subrogated to the rights of any such holder of the Preferred Securities to the extent of any payment made by the Depositor to such holder of Preferred Securities as a result of such Direct Action.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Trust or such Affiliate, director, officer, agent or participating person or controlling person, and shall survive the transfer of such Registrable Equity Securities by the Trust.
So long as the Company has securities registered under the Exchange Act, it shall take all actions reasonably necessary to enable the Securityholders to sell Registrable Equity Securities without registration under the Securities Act within the limitations of the exemptions provided by Rule 144, including, without limiting the generality of the foregoing, filing on a timely basis all reports required to be filed by the Exchange Act.
The Company shall be obligated to effect, pursuant to this Section 2.2, no more than two (2) registrations required to be effected by Holders of Registrable Equity Securities and no more than two (2) registrations required to be effected by Holders of Registrable Debt Securities pursuant to this Section 2.2.
More Definitions of Registrable Equity Securities
Registrable Equity Securities means (a) the Warrants, (b) any securities, including without limitation, any Class A Common Stock, issued or issuable upon exercise of the Warrants, (c) any securities issued or issuable with respect to the Warrants or any securities issued or issuable upon exercise of the Warrants, by way of a dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise; PROVIDED that any such Registrable Equity Securities shall cease to be Registrable Equity Securities (i) with respect to a proposed offer or sale thereof when a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities have been disposed of in accordance with the plan of distribution set forth in such Registration Statement, (ii) when they shall have been distributed to the public pursuant to Rule 144, Rule 144A or any successor provisions under the Securities Act, or (iii) with respect to any Warrant, if and when such Warrant is exercised or terminates by its terms without having been exercised; PROVIDED that the securities issued or issuable upon exercise of any Warrant shall not cease to be "Registrable Equity Securities" by reason of such exercise of a Warrant.
Registrable Equity Securities. Any shares of Series B Preferred Stock and Common Stock, par value $0.01 per share, of the Company issuable upon exercise of the Warrants.
Registrable Equity Securities means the equity securities acquired by Investor, Lehman, any Fidelity Fund or any of their respective assignees or Affiliates pursuant to the Plan or held by any transferee (direct or indirect) of such Persons, including, without limitation, (a) any shares of Class A Common or Class B Common issued or issuable on the Effective Date, (b) any Warrant, (c) any shares of Class B Common issued or issuable upon the exercise of a Warrant and (d) any securities issued or issuable with respect to any such Class A Common, Class B Common or Warrants by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. As to any particular Registrable Equity Securities, once issued such securities shall cease to be Registrable Equity Securities when (i) such securities shall have been distributed pursuant to the Plan without registration or qualification under the Securities Act or any similar state law then in force pursuant to Section 1145 of the Bankruptcy Code,
Registrable Equity Securities has the meaning ascribed to it in the preamble.
Registrable Equity Securities means (i) the Shares, (ii) the Warrants, (iii) the shares of Common Stock for which such Warrants are exercisable pursuant to their terms, and (iv) any additional shares of Common Stock issued or distributed by way of a dividend, stock split, conversion, or other distribution in respect of the Shares, or acquired by way of any rights offering or similar offering made in respect of the Shares. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) 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 in accordance with such registration statement, (ii) they shall have been sold pursuant to Rule 144, or (iii) they shall have ceased to be outstanding.
Registrable Equity Securities. The Series B Preferred Stock and the Warrants to purchase Common Stock of the Company issued pursuant to the "Exchange Offer" under the Consent Solicitation and Exchange Offering Memorandum (including any shares of Common Stock of the Company issuable upon any conversion of the Series B Preferred Stock or exercise of the Warrants).
Registrable Equity Securities means, at any time, any equity securities (other than non-participating, non-convertible preferred stock) of the IPO Issuer held by any Majority Investor, FS, Management Member or any of their respective Permitted Transferees; provided, that Registrable Equity Securities shall not include any shares (i) the sale of which has been registered pursuant to the Securities Act and which shares have been sold pursuant to such registration, (ii) which have been sold or are eligible to be sold or distributed pursuant to Rule 144 or Rule 145 without limitation as to time and volume, or (iii) which have been registered for resale pursuant to an effective Registration Statement on a Form S-8 (or any successor or similar form); and provided, further, that, for the avoidance of doubt, all Registrable Securities held by the Majority Investors, FS or Management Member shall remain subject to Sections 3.06 and 8.02 of this Agreement.