Registrable Shares definition

Registrable Shares means the Common Stock owned by the Holders, whether owned on the date hereof or acquired hereafter; provided, however, that shares of Common Stock that, pursuant to Section 3.1, no longer have registration rights hereunder shall not be considered Registrable Shares.

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Registrable Shares means any Shares or any shares of Common Stock or Other Securities issued or issuable from time to time upon the exercise of a Purchased Warrant, or a distribution with respect to, in exchange for, or in replacement of a Purchased Warrant, including without limitation Additional Shares.

Registrable Shares means the Shares, excluding (i) Shares for which a Registration Statement relating to the sale thereof shall have become effective under the Securities Act and which have been disposed of under such Registration Statement, (ii) Shares sold pursuant to Rule 144 under the Securities Act or (iii) Shares eligible for sale pursuant to Rule 144(k) under the Securities Act. All references in this Agreement to Rule 144 and subsections thereof shall refer to corresponding provisions of future law.

Examples of Registrable Shares in a sentence

• If the number of shares which can be sold without having the adverse effect referred to above is less than the number of Registrable Shares proposed to be registered, the amount of Registrable Shares to be so sold shall be allocated pro rata among the Holders of Registrable Shares desiring to participate in such registration on the basis of the amount of such Registrable Shares initially proposed to be registered by such Holders.

• The Company shall not be obligated to effect any Demand Registration within 90 days after the termination of an offering under a previous Demand Registration or within 90 days after the effectiveness of a previous registration under which the Initiating Holder had piggyback rights pursuant to Section 4 hereof where the Initiating Holder was permitted to register and sell 50% or more of the Registrable Shares requested to be included therein.

• Each Holder of Registrable Shares desiring to have its Registrable Shares registered under this Section 3(c) shall so advise the Company in writing within 15 days after the date of such notice from the Company (which request shall set forth the amount of Registrable Shares for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Shares so requested to be included therein.

• Within ten days after receipt of any such request for Demand Registration, the Company shall give written notice of such request to all other Holders of Registrable Shares and shall, subject to the provisions of Section 2(d) hereof, include in such registration all such Registrable Shares with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice.

• If any of the Registrable Shares covered by a Demand Registration are to be sold in an Underwritten Offering, the Initiating Holders shall have the right, but not the obligation, to select the managing underwriter(s) to administer the offering subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed.

More Definitions of Registrable Shares

Registrable Shares means the Shares owned by Holders from time to time, including Shares issuable to Holders on the conversion of securities convertible, exchangeable or exercisable into Shares owned by a Holder, together with any securities owned by Holders issued with respect to such Shares by way of dividend or split or in connection with a combination of shares, recapitalization, merger, consolidation, amalgamation, arrangement or other reorganization; provided, however, that Shares that, pursuant to Section 3.1, no longer have registration rights hereunder shall not be considered Registrable Shares;

Registrable Shares means (i) all Ordinary Shares (as such term is defined in the Articles) (the “Ordinary Shares”) owned by any Holder party hereto as of immediately after the Closing, including any Ordinary Shares issuable upon conversion or exercise of warrants, options or any other securities or instruments issued or assumed by the Company and any Ordinary Shares issued to holders of Class A ordinary shares, par value US$0.0001 per share, of the SPAC in connection with the Business Combination at Closing and (ii) any Ordinary Shares issuable upon conversion or exercise of warrants, options or any other securities or instruments issued or assumed by the Company to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company; provided that, (x) no Holder who holds Registrable Shares that remain (i) subject to restriction on Transfer as set forth in Section 4.1, (ii) subject to restriction on Transfer or forfeiture as set forth in the Sponsor Letter Agreement or (iii) held in escrow pursuant to that certain Unit Subscription Agreement (collectively, the “Sale Limited Securities”), shall have any right to have such Registrable Shares participate in (1) an offering pursuant to Section 2.2 (although such shares may be registered on any shelf registration pursuant to Section 2.2 so long as they are not transferred thereunder in violation of such restrictions) or (2) a registration or offering pursuant to Section 2.3, unless such restrictions lapse before the effectiveness of the Registration Statement, and (y) for the avoidance of doubt, any PIPE Warrants and Ordinary Shares purchased by the EDNCU Holder pursuant to that certain Unit Subscription Agreement, shall not be Registrable Shares hereunder but shall be entitled to the registration rights as set forth therein; provided, further, that, Ordinary Shares shall cease to be Registrable Shares (1) on the later of (x) as to any Holder (other than Catalyst) that holds more than 5% of then-outstanding Ordinary Shares, two years after the date of the Business Combination, as to Catalyst, when it owns less than 1% of the outstanding Ordinary Shares and (y) when they are freely saleable without registration by the Holder thereof pursuant to Rule 144 (without the need for any manner of sale requirement or volume limitation and without the requirement for the Company to be in compliance with the current public information requirement...

Registrable Shares means (i) the shares of Common Stock purchased by the Investors pursuant to the Common Stock Purchase Agreement, and (ii) any and all shares of Common Stock issued or issuable with respect to such shares of Common Stock by way of stock dividend or a stock split or in connection with any combination of shares, recapitalization, merger, consolidation or other reorganization.

Registrable Shares means the Sellers' Registrable Shares. All such securities shall cease to be Registrable Shares when they (i) have been distributed to the public pursuant to an offering registered under the Securities Act, (ii) become eligible to be sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force), or (iii) are sold by Sellers.

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.

Registrable Shares means at any time, with respect to any Stockholder, the Restricted Shares held by such Stockholder which constitute Common Stock.

Registrable Shares has the meaning set forth in Section 8.6D(2) hereof.