Xxxx Registrable Securities definition

Xxxx Registrable Securities means (i) the Common Stock issued to the Xxxx Investors pursuant to the CRC Merger Agreement, (ii) any other securities issued or issuable directly or indirectly with respect to the securities described in clause (i) of this definition by way of a dividend, distribution or equity split or in connection with an exchange or a combination of equity interests, recapitalization, reclassification, merger, consolidation or other reorganization, and (iii) any other securities of the Company held at any time by Persons holding securities described in clause (i) or (ii) of this definition. As to any particular Xxxx Registrable Securities, such securities shall cease to be Xxxx Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 (or any similar rule then in force) or repurchased by the Company or any Subsidiary. For purposes of this Agreement, a Person shall be deemed to be a holder of Xxxx Registrable Securities and such Xxxx Registrable Securities shall be deemed to be in existence whenever such Person has the right to acquire, directly or indirectly, such Xxxx Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Xxxx Registrable Securities hereunder. Notwithstanding the foregoing, any particular Xxxx Registrable Securities held by any Person shall not be deemed to be Xxxx Registrable Securities on and after the later of such time as the Xxxx Registrable Securities held by such Person and its Affiliates (a) constitute less than 2% of the Company’s outstanding shares of Common Stock or (b) may be sold under Rule 144(b)(1)(i) without limitation under any of the other requirements of Rule 144 (as confirmed by an opinion of the Company’s counsel).
Sample 1
Xxxx Registrable Securities means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock held by the Xxxx Holders; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, held or acquired by the Xxxx Holders; and (iii) 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, the shares referenced in clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Section 2.13 of this Agreement.
Sample 1Sample 2
Xxxx Registrable Securities means the Registrable Securities acquired by, issued or issuable to, or otherwise owned by, the Xxxx Investors or any of their respective Permitted Transferees.
Sample 1Sample 2

Examples of Xxxx Registrable Securities in a sentence

  • Except as provided in this Agreement, the Company will not grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the holders of a majority of the Xxxx Registrable Securities.

  • At any time the holders of a majority of the Xxxx Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations") or, if available, on Form S-2 or S-3 or any similar short-form Registration ("Short-Form Registrations").

  • The holders of a majority of the Xxxx Registrable Securities included in any Demand Registration will have the right to select the investment banker(s) and manager(s) to administer the offering, subject to the Company's approval which will not be unreasonably withheld.

  • Upon delivering a request under this Section 3, each holder (other than the holders of Xxxx Registrable Securities) that delivers such request will, if requested by the underwriters, execute and deliver a custody agreement and power of attorney in customary form and substance and otherwise reasonably satisfactory to the Corporation and the Dow Investor with respect to such Registrable Securities to be registered pursuant to this Section 3 (a “Custody Agreement and Power of Attorney”).

  • The holders of a majority of the Xxxx Registrable Securities included in any Demand Registration will have the right to select the investment banker(s) and manager(s) to administer the offering.

  • If no Xxxx Registrable Securities are included in a Demand Registration, the Company will have the right to select the investment banker(s) and manager(s) to administer the offering.

  • The holders of a majority of the WCP Registrable Securities, the holders of a majority of the Xxxx Registrable Securities or the holders of a majority of the Advent Registrable Securities shall make such election by delivering to the Company a written request (a “Shelf Offering Request”) for such offering specifying the number of Shelf Registrable Securities that the holders desire to sell pursuant to such offering (the “Shelf Offering”).

  • The Company will not include in -------------------------------- any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Xxxx Registrable Securities or, in the case where the holders of Bear Xxxxxxx Registrable Securities have requested the Demand Registration pursuant to Section 1, the holders of a majority of Bear Xxxxxxx Registrable Securities.

  • The holders of a majority of the Xxxx Registrable Securities included in any Demand Registration other than a Xxxxxx Demand Registration will have the right to select the investment banker(s) and manager(s) to administer the offering, subject to the Company's approval which will not be unreasonably withheld.

  • If any Demand Registration is an underwritten offering, then either the holder of a majority of the WCP Registrable Securities, a majority of the Xxxx Registrable Securities or a majority of the Advent Registrable Securities (whichever is holding the largest number of Sponsor Registrable Securities included in such Demand Registration) shall have the right to select the investment banker(s) and manager(s) to administer such offering.


More Definitions of Xxxx Registrable Securities

Xxxx Registrable Securities. Bear Xxxxxxx Registrable Securities" or "Other Registrable Securities", as the case may be, in accordance with the definitions thereof; provided, however, that if allowing -------- ------- such Person to become an Additional Party shall adversely affect any Group in a manner adversely different than any other Group, no such Person shall become an Additional Party without the prior written consent of such Group adversely affected thereby (with it being understood that if the admission of an Additional Party is adversely different to the holders of Bear Xxxxxxx Registrable Securities or otherwise reduces or diminishes any rights applicable to the holders of Bear Xxxxxxx Registrable Securities without reducing or diminishing the same rights applicable to the holders of Xxxx Registrable Securities in the same manner, such admission shall require the consent of the holders of a majority of the Bear Xxxxxxx Registrable Securities). Except as set forth in this Section 10(e) and in Section 1(h), the Company will not grant to ------------- ------------ any other Persons any registration rights.
Sample 1
Xxxx Registrable Securities means (i) any shares of Common Stock --------------------------- issued to the Xxxx Stockholders pursuant to the Original Purchase Agreement (but excluding those shares of Common Stock sold by the Xxxx Stockholders to BT pursuant to the New Purchase Agreement), (ii) any equity securities issued or issuable directly or indirectly with respect to the securities 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, including a recapitalization or exchange and (iii) any other shares of Common Stock held by Persons holding securities described in clause (i) or (ii) above; provided that in the event that pursuant to such recapitalization or exchange, equity securities are issued which do not participate in the residual equity of the Company ("Non-Participating Securities"), such Non-Participating Securities will ---------------------------- not be Registrable Securities. As to any particular shares constituting Xxxx Registrable Securities, such shares will cease to be Xxxx Registrable Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or by similar provision then in force) under the Securities Act.
Sample 1
Xxxx Registrable Securities means (i) all Common Stock acquired by, or --------------------------- issued or issuable to, Xxxx or any of its Affiliates on or after the date hereof and (ii) all equity securities issued or issuable directly or indirectly with respect to any Common Stock described in clause (i) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Xxxx Registrable Securities, such securities shall cease to be Xxxx Registrable Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public in compliance with Rule 144. For purposes of this Agreement, a Person will be deemed to be a holder of Xxxx Registrable Securities whenever such Person has the right to acquire directly or indirectly such Xxxx Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.
Sample 1
Xxxx Registrable Securities means (i) any shares of Common Stock issued to the members of the Xxxx Group Shareholders; (ii) any equity securities issued or issuable directly or indirectly with respect to the securities 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, including a recapitalization or exchange and (iii) any other shares of Common Stock held by any member of the Xxxx Group Shareholders. As to any particular shares constituting Bain Registrable Securities, such shares will cease to be Bain Registrable Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or by similar provision then in force) under the Securities Act.
Sample 1
Xxxx Registrable Securities means (i) any shares of Common Stock --------------------------- issued to the Xxxx Stockholders pursuant to the Merger Agreement, (ii) any other shares of Common Stock held by affiliates of the Xxxx Stockholders and (iii) any shares of Common Stock issued or issuable directly or indirectly with respect to the securities referred to in clauses (i) or (ii) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, including a recapitalization or exchange; provided that in the event that pursuant to such recapitalization or -------- exchange, equity securities are issued which do not participate in the residual equity of the Company ("Non-Participating Securities"), such Non-Participating ---------------------------- Securities will not be Registrable Securities.
Sample 1

Related to Xxxx Registrable Securities

  • 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 Notes, the Conversion 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 conversion, amortization and/or redemption of the Notes or exercise of the Warrants.

  • Registrable Securities means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Initial Registrable Securities means (i) the Warrant Shares issued or issuable upon exercise of the Warrants and (ii) any capital stock of the Company issued or issuable with respect to the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, in each case without regard to any limitations on the exercise of the Warrants.

  • Registrable Shares means (i) the Common Stock issuable or issued upon conversion pursuant to Section 2.5 of this Agreement, and (ii) any Common Stock or other securities issued or issuable in respect of shares referenced in (i) above, upon any stock split, stock dividend, recapitalization, or similar event; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which such Person's rights under this Section 10 are not assigned.

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

  • 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.

  • 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.

  • 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.

  • 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.

  • Registerable Securities means the shares of Common Stock issued or issuable upon exercise of the Warrants.

  • Registrable Security means (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants (including any shares of the Common Stock issued or issuable upon the exercise of any such 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 or purchased in the IPO or at any time thereafter, (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 $2,000,000 made to the Company by a Holder, and (e) any other equity security of the Company issued or issuable with respect to any such shares 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.

  • Shelf Registrable Securities has the meaning set forth in Section 1(d)(i).

  • 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 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.

  • 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 Amount means an amount of Registrable Securities having an aggregate value of at least $200,000,000 (based on the anticipated offering price (as determined in good faith by the Requesting Shareholders)).

  • Registrable IP means all patents, patent applications, statutory invention registrations, registered trademarks, registered service marks, registered Internet domain names and copyright registrations.

  • S-3 Registration has the meaning set forth in Section 5(a) of this Agreement.

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

  • Demand Registration shall have the meaning given in subsection 2.1.1.

  • Requesting Holders shall have the meaning given in Section 2.1.5.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.