Registrable Note definition

Registrable Note means any Note which shall be deemed a "Registrable Security" for purposes of the Registration Rights Agreement.
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Registrable Note. Each Note, upon original issuance thereof and at all times subsequent thereto, until, in the case of any such Note, (i) the date on which it has been exchanged by a person other than a broker-dealer for a New Note in the Exchange Offer, (ii) the date on which it has been effectively registered pursuant to the Securities Act and disposed of in accordance with the Shelf Registration Statement, (iii) it has been distributed to the public pursuant to Rule 144 under the Securities Act or (iv) after the expiration date of the holding period applicable to sale of such Note pursuant to Rule 144(k) (or any similar provisions then in effect).
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Registrable Note means each Note; provided, however, that such Note shall cease to be a Registrable Note (i) when a Registration Statement with respect to such Note shall have been declared effective under the 1933 Act and such Note shall have been disposed of or exchanged for an Exchange Note pursuant to such Registration Statement, (ii) when such Note has been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act or is saleable pursuant to Rule 144(k) under the Securities Act (or is otherwise eligible for resale pursuant to Rule 144 or any successor provision) under the Securities Act without volume restriction, if any, or (iii) when such Note shall have ceased to be outstanding.
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Examples of Registrable Note in a sentence

  • All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

  • It is understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Note is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security.

  • The Company shall promptly notify the Trustee of any of its obligations under this Section 5 and all obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

  • The securities entitled to the benefits of this Agreement are the Registrable Note Securities and the Registrable Option Securities (collectively, the "Registrable Securities").

  • Each Holder, by his acceptance of any Registrable Note, agrees that during any Delay Period, each Holder will discontinue disposition of such Notes or Exchange Notes covered by such Registration Statement or Prospectus or Exchange Notes to be sold by such Holder or Participating Broker-Dealer, as the case may be.

  • Notwithstanding the foregoing, no Liquidated Damages shall accrue as to any security from and after the earlier of (x) the date such security ceases to be a Registrable Note and (y) expiration of the Effectiveness Period.

  • Each Holder, by his acceptance of any Registrable Note, agrees that during any Delay Period, each Holder will discontinue disposition of such Notes or Exchange Notes covered by such Registration Statement or Prospectus or Exchange Notes to be sold by such Holder or Participating Broker-Dealer, as the case may be and further agrees that it shall hold in confidence the existence of any Delay Period.

  • Parent shall maintain the effectiveness of such Registration Statement for the shorter of twelve months or until all Registrable Note Shares issued upon conversion, are sold.

  • The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of Holders of not less than a majority in interest of each of the A-1 Registrable Note Shares, the A-2 Registrable Note Shares and the Registrable Warrant Shares (voting together as a single group).

  • All Holders proposing to distribute Registrable Note Shares through such underwriting shall (together with Parent as provided in Section 2.5(e)) enter into an underwriting agreement in the form requested by the underwriter or underwriters selected for such underwriting.

Related to Registrable Note

  • 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 has the meaning set forth in the Registration Rights Agreement.

  • Registrable Amount means an amount of Registrable Securities having an aggregate value of at least $250 million (based on the anticipated offering price (as reasonably determined in good faith by the Company)), without regard to any underwriting discount or commission, or such lesser amount of Registrable Securities as would result in the disposition of all of the Registrable Securities Beneficially Owned by the applicable Requesting Shareholder(s); provided, that such lesser amount shall have an aggregate value of at least $100 million (based on the anticipated offering price (as reasonably determined in good faith by the Company)), without regard to any underwriting discount or commission.

  • Registrable Shares means (i) shares of Common Stock held by any of the Shareholders on the date hereof or acquired thereafter (including any shares of Common Stock issuable upon conversion of Series B Preferred), and (ii) any Common Stock issued in respect of such shares including, without limitation, upon any stock split, stock dividend, recapitalization or as a distribution; provided however, that Registrable Shares shall not include any shares of Common Stock which have been sold pursuant to registration under the Securities Act.

  • 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.