Registrable Preferred Stock definition

Registrable Preferred Stock. Each share of Preferred Stock upon its original issuance and at all times subsequent thereto, each share of Exchange Preferred Stock as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each share of Private Exchange Preferred Stock upon original issuance thereof and at all times subsequent thereto, until (i) a Registration Statement (other than, with respect to any Exchange Preferred Stock as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Preferred Stock, Exchange Preferred Stock or Private Exchange Preferred Stock has been declared effective by the SEC and such Preferred Stock, Exchange Preferred Stock or such Private Exchange Preferred Stock, as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Preferred Stock has been exchanged pursuant to the Exchange Offer for Exchange Preferred Stock that may be resold without complying with the prospectus delivery requirements under the Securities Act, (iii) such Preferred Stock, Exchange Preferred Stock or Private Exchange Preferred Stock, as the case may be, ceases to be outstanding or (iv) such Preferred Stock, Exchange Preferred Stock or Private Exchange Preferred Stock, as the case may be, may be resold without restriction pursuant to Rule 144 under the Securities Act.
Sample 1
Registrable Preferred Stock and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (the "NASD"). ---- (r) Provide an indenture trustee for the Exchange Indenture (as defined in the Purchase Agreement) and cause the Exchange Indenture to be qualified under the TIA not later than the effective date of the Exchange Offer or the first Registration Statement relating to the Registrable Preferred Stock; and in connection therewith, cooperate with the trustee under the Exchange Indenture and the Holders of the Registrable Preferred Stock to effect such changes to such indenture as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use its best efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Exchange Indenture to be so qualified in a timely manner. (s) Use its reasonable best efforts to cause the Registrable Preferred Stock covered by a Registration Statement or the Exchange Preferred Stock, as the case may be, to be rated with the appropriate rating agencies, if so requested by the Holders of a majority of shares of Registrable Preferred Stock covered by such Registration Statement or the Exchange Preferred Stock, as the case may be, or the managing underwriter or underwriters, if any. (t) Use its best efforts to take all other steps necessary or advisable to effect the registration of the Exchange Preferred Stock and/or Registrable Preferred Stock covered by a Registration Statement contemplated hereby. The Company may require each seller of Registrable Preferred Stock as to which any registration is being effected to furnish to the Company such information regarding such seller and the distribution of such Registrable Preferred Stock as the Company may, from time to time, reasonably request. The Company may exclude from such registration the Registrable Preferred Stock of any seller who unreasonably fails to furnish such information within a reasonable time after receiving such request. Each seller as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such seller not materially misleading. Each Holder of Registrable Preferred Stock and each
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Registrable Preferred Stock the Preferred Stock held by either the EL Trust or the LAL Trust and any Preferred Stock pledged to, or owned as a result of foreclosure thereon by, an EL Trust Pledgee and any securities of the Company that may be issued or distributed with respect to, or in exchange for, such Preferred Stock (or other Registrable Preferred Stock that can be traced directly or indirectly to such Preferred Stock), pursuant to a stock dividend or distribution, stock split, merger, consolidation, reorganization, recapitalization, reclassification, conversion right or otherwise. REGISTRABLE SECURITIES: the Registrable Preferred Stock and the Registrable Class A Common Stock.
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Examples of Registrable Preferred Stock in a sentence

  • The Company shall not permit any securities other than the Registrable Preferred Stock to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below).

  • The Company shall not, directly or indirectly, take any action with respect to the Registrable Preferred Stock as a class that would adversely affect the ability of the Holders of Registrable Preferred Stock to include such Registrable Preferred Stock in a registration undertaken pursuant to this Agreement.

  • No Holder of Registrable Preferred Stock may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Registrable Preferred Stock on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

  • This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including the Holders; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign holds Registrable Preferred Stock.

  • If any of the Registrable Preferred Stock covered by any Shelf Registration is to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority of shares of such Registrable Preferred Stock included in such offering and reasonably acceptable to the Company.

  • The liability of any Participant under this paragraph shall in no event exceed the proceeds received by such Participant from sales of Registrable Preferred Stock or Exchange Preferred Stock giving rise to such obligations.

  • The Company has not, as of the date hereof, and the Company shall not, after the date of this Agreement, enter into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Registrable Preferred Stock in this Agreement or otherwise conflicts with the provisions hereof.

  • The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Preferred Stock for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings).

  • The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Preferred Stock for resale by Holders in the manner or manners designated by them (including, without limitation, one underwritten offering).

  • The Company may exclude from such registration the Registrable Preferred Stock of any seller who unreasonably fails to furnish such information within a reasonable time after receiving such request.


More Definitions of Registrable Preferred Stock

Registrable Preferred Stock. Each share of Preferred Stock (including any additional shares of Preferred Stock issued in lieu of cash dividends thereon) upon original issuance thereof and at all times subsequent thereto, until in the case of any such shares of Preferred Stock, the earliest to occur of (i) in the case of any share, the date on which such share has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement, (ii) the date on which such Preferred Stock is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act and (iii) the date on which no Preferred Stock is outstanding.
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Registrable Preferred Stock means any Preferred Stock held by any Stockholder or its permitted assigns as of the Effective Time, and any securities issued or issuable in respect of any Registrable Preferred Stock by way of any stock split or stock dividend or in connection with any combination of shares, recapitalization, merger, consolidation, reorganization or otherwise.
Sample 1
Registrable Preferred Stock means the Exchangeable Preferred Stock; provided, however, that the Exchangeable Preferred Stock shall cease to be Registrable Preferred Stock when (i) a Registration Statement with respect to such Exchangeable Preferred Stock shall have been declared effective under the 1933 Act and such Exchangeable Preferred Stock shall have been disposed of pursuant to such Registration Statement, (ii) such Exchangeable Preferred Stock shall have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act, (iii) such Exchangeable Preferred Stock shall have ceased to be outstanding or (iv) such Exchangeable Preferred Stock has been exchanged for New Preferred Stock upon consummation of the Preferred Stock Exchange Offer.
Sample 1
Registrable Preferred Stock means the Preferred Stock; PROVIDED, HOWEVER, that certain Preferred Stock shall cease to be Registrable Preferred Stock when (i) a Registration Statement with respect to such Preferred Stock shall have been declared effective under the 1933 Act and such Preferred Stock shall have been disposed of pursuant to such Registration Statement, (ii) such Preferred Stock shall have been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act, (iii) such Preferred Stock shall have ceased to be outstanding, (iv) such Preferred Stock shall have been exchanged by a Person other than a Broker-Dealer for Exchange Preferred Stock upon consummation of the Preferred Stock Exchange Offer or (v) following the exchange by a Participating Broker-Dealer in the Preferred Stock Exchange Offer of Preferred Stock for Exchange Preferred Stock, that Exchange Preferred Stock is sold to a purchaser who receives from that Participating Broker-Dealer on or before the date of that sale a copy of the Prospectus.
Sample 1
Registrable Preferred Stock. The Preferred Stock upon original issuance of the Preferred Stock and at all times subsequent thereto and, if issued, the Private Exchange Preferred Stock, until in the case of any such Preferred Stock or any such Private Exchange Preferred Stock, as the case may be, (i) a Registration Statement covering such Preferred Stock or such Private Exchange Preferred Stock has been declared effective by the SEC and such Preferred Stock or such Private Exchange Preferred Stock, as the case may be, have been disposed of in accordance with such effective Registration Statement, (ii) such Preferred Stock or such Private Exchange Preferred Stock, as the case may be, are sold in compliance with Rule 144, (iii) in the case of any share of Preferred Stock, the Exchange Offer has been consummated, (iv) such Preferred Stock or such Private Exchange Preferred Stock, as the case may be, cease to be outstanding or (v) two years have passed from the Issue Date.
Sample 1
Registrable Preferred Stock. Each share of Preferred Stock upon original issuance thereof and at all times subsequent thereto, each share of Exchange Preferred Stock as to which Section 2(c)(vi) hereof is applicable upon original issuance and at all times subsequent thereto and each share of Private Exchange Preferred Stock upon original issuance thereof and at all times subsequent thereto, until in the case of any such shares of Preferred Stock, Exchange Preferred Stock or Private Exchange Preferred Stock, as the case may be, the earliest to occur of (i) in the case of any share, the date on which such share has been exchanged for a freely transferable share in the Exchange Offer, (ii) in the case of any share, the date on which such share has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such Preferred Stock, Exchange Preferred Stock and Private Exchange Preferred Stock are distributed to the public pursuant to Rule 144 under the Securities Act or are saleable pursuant to Rule 144(k) under the Securities Act.
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Related to Registrable Preferred Stock

  • Registrable Stock means (i) any shares of Common Stock issued or issuable upon the conversion of any of the Shares (ii) any Common Stock issued by way of a stock split, reorganization, merger or consolidation, and (iii) any Common Stock issued as a dividend on the Shares. For purposes of this Agreement, any Registrable Stock shall cease to be Registrable Stock when (v) a registration statement covering such Registrable Stock has been declared effective and such Registrable Stock has been disposed of pursuant to such effective registration statement, (w) such Registrable Stock is sold pursuant to Rule 144 (or any similar provision then in force) under the 1933 Act, (x) such Registrable Stock is eligible to be sold pursuant to Rule 144(k) under the 1933 Act, (y) such Registrable Stock has been otherwise transferred, no stop transfer order affecting such stock is in effect and the Company has delivered new certificates or other evidences of ownership for such Registrable Stock not bearing any legend indicating that such shares have not been registered under the 1933 Act, or (z) such Registrable Stock is sold by a person in a transaction in which the rights under the provisions of this Agreement are not assigned.

  • Registrable Shares means the shares of Common Stock (or such stock or securities as at the time are receivable upon the exercise of these Warrants) issuable upon exercise of the Warrants and shares or securities issued as a result of stock split, stock dividend or reclassification of such shares.

  • Redeemable Preferred Stock of any Person means any preferred stock issued by such Person which is at any time prior to the Termination Date either (i) mandatorily redeemable (by sinking fund or similar payments or otherwise) or (ii) redeemable at the option of the holder thereof.

  • 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.

  • Safe Preferred Stock means the shares of the series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to: (i) the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Conversion Price.

  • Registrable Common Stock means (i) any shares of Common Stock issued as Stock Consideration, (ii) any other security into or for which the Common Stock referred to in clause (i) has been converted, substituted or exchanged, and any security issued or issuable with respect thereto upon any stock dividend or stock split or in connection with a combination of shares, reclassification, recapitalization, merger, consolidation or other reorganization or otherwise.

  • Registrable Securities means (i) the Shares (if Common Stock) or all shares of Common Stock of the Company issuable or issued upon conversion of the Shares and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any stock referred to in (i).

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Registrable Security means (a) the Founder Shares and the shares of Common Stock issued or issuable upon the conversion of the Founder Shares, (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants), (c) any outstanding shares of Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, (d) any equity securities (including the shares of Common Stock issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder (including the Working Capital Warrants and shares of Common Stock issued or issuable upon the exercise of the Working Capital Warrants) and (e) any other equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) 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 sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series E Preferred Stock means shares of the Company’s Series E Preferred Stock, par value $0.0001 per share.

  • Series A Convertible Preferred Stock means the Series A Convertible Preferred Stock, $0.001 par value per share, of the Corporation.

  • Registrable Securities then outstanding means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

  • Registerable Securities means (i) the Common Stock issued or issuable to the Shareholder upon conversion of the Series A Shares issued in accordance with the terms of the Loan Agreement, and (ii) any securities issued or issuable with respect to the Common Stock referred to in clause (i) by way of replacement, share dividend, share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

  • Hybrid Preferred Securities means any preferred securities issued by a Hybrid Preferred Securities Subsidiary, where such preferred securities have the following characteristics:

  • Initial Registrable Securities means (i) the Common Shares issued or issuable upon conversion of the Notes issued pursuant to the terms of the Securities Purchase Agreement, and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, or the Notes as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on conversion of the Notes.

  • Convertible Preferred Stock has the meaning set forth in the recitals.

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Other Registrable Securities means (i) any Common Equity held (directly or indirectly) by any Other Holders or any of their Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Series A-1 Preferred Stock means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share.

  • Non Book-Entry Preferred Securities shall have the meaning set forth in Section 2.4.

  • Series A-1 Preferred Shares means the Company’s series A-1 preferred shares, par value US$0.00001 per share.

  • Series B Convertible Preferred Stock means the Series B Convertible Preferred Stock, $.01 par value, of the Corporation.

  • Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.

  • Series A Preference Shares means the Series A Preference Shares of £0.05 each in the capital of the Company.

  • 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.