Xxxxxxxx Registrable Securities definition

Xxxxxxxx Registrable Securities means Registrable Securities derived from or relating to the Preferred Units issued to XxXxxxxx under the Equity Purchase Agreement.
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Xxxxxxxx Registrable Securities means any shares of New LBI Stock (i) issued to or otherwise acquired by any Class B Permitted Holder, (ii) issued or issuable upon conversion, exercise or exchange of any securities issued to or otherwise acquired by any Class B Permitted Holder, or (iii) issued or issuable directly or indirectly with respect to the securities referred to in clause (i) or clause (ii) by way of stock dividend or stock split or in connection with a combination of New LBI Stock, recapitalization, merger, consolidation or other reorganization. Any particular securities constituting Xxxxxxxx Registrable Securities will cease to be Xxxxxxxx Registrable Securities when (i) they have been transferred pursuant to a Public Sale, (ii) all Xxxxxxxx Registrable Securities are eligible to be sold or distributed by the holders thereof pursuant to Rule 144 (including Rule 144(k)), or (iii) they have ceased to be outstanding.
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Xxxxxxxx Registrable Securities means (i) all shares of Common Stock of the Company originally issued, directly or indirectly, to the Henschels or either of them in connection with the Merger and (ii) all shares of Common Stock of the Company issued or issuable, directly or indirectly, with respect to the securities referred to in clause (i) above upon exercise, conversion, or exchange or by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization. As to any particular Xxxxxxxx Registrable Securities, such securities shall cease to be Xxxxxxxx Registrable Securities when they have been (a) distributed to the public pursuant to an offering registered under the Securities Act, (b) 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 (c) repurchased by the Company or any Subsidiary thereof or purchased or otherwise acquired by Sun, and, if such Xxxxxxxx Registrable Securities are purchased or otherwise acquired by Sun, then such Xxxxxxxx Registrable Securities shall be deemed Sun Registrable Securities. For purposes of this Agreement, a Person shall be deemed to be a holder of Xxxxxxxx Registrable Securities, and the Xxxxxxxx Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire, directly or indirectly, such Xxxxxxxx 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 other than vesting), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Xxxxxxxx Registrable Securities hereunder.
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Examples of Xxxxxxxx Registrable Securities in a sentence

  • The holders of Xxxxxxxx Registrable Securities will be entitled to request an aggregate of two Xxxxxxxx Demand Registrations.

  • 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 unless the Corporation has obtained the written consent of (i) the holders of at least a Majority of the outstanding Xxxxxxxx Registrable Securities and (ii) the holders of at least a Majority of the outstanding Duke Registrable Securities.

  • All requests made pursuant to this Section 3(a) will specify the number of Registrable Securities to be registered and will also specify the intended method of disposition thereof; provided, however, that such method of disposition will be limited to an underwritten offering if so requested by the holders of the Xxxxxxxx Registrable Securities who initiated the request.

  • At anytime after six months from the ------------------------- date hereof, and from time to time, after the date hereof, each of the holders of a majority of the Inverness Registrable Securities, holders of a majority of the Xxxxxxxx Registrable Securities and holders of a majority of the Xxxxxx Registrable Securities may request one registration under the Securities Act of all or any portion of its Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations").

  • If any Xxxxxxxx Demand Registration is an underwritten offering, or a best efforts underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the holders of two-thirds (by number of shares) of the Xxxxxxxx Registrable Securities requested to be included in such offering; provided, however, such investment bankers and managers must be reasonably satisfactory to the Corporation.

  • The holders of Xxxxxxxx Registrable Securities may withdraw a Xxxxxxxx Demand Request at any time and under any circumstances.

  • The rights of any holder hereunder to request registration or inclusion in any registration pursuant to Section 3 or 5, respectively, with respect to any Xxxxxxxx Registrable Securities shall terminate at such time as Xxxxxxxx and its Affiliates shall own less than 10% of the outstanding common stock of the Corporation.

  • Without the prior written consent of the holders of a Majority of the Xxxxxxxx Registrable Securities, the Corporation will not enter into any agreement with any holder or prospective holder of any securities of the Corporation which grants to such holder or prospective holder any registration rights unless such agreement and the rights granted thereunder are subject and subordinate to the rights of holders hereunder.

  • If the total amount of securities, including Xxxxxxx'x Registrable Securities requested to be included in such offering, exceeds the number of securities that the Company, in its discretion, determines to be compatible with the success of the offering, then securities offered for sale by the Company for its account shall have the first priority.

  • Notwithstanding the other provisions hereof, (i) the holders of any Sun Registrable Securities as a result of transfers from Sun shall be entitled to request three Demand Registrations in the aggregate, and (ii) the holders of any Xxxxxxxx Registrable Securities as a result of transfers from Xxxx and/or Xxxx Xxxxxxxx shall not be entitled to request any Demand Registrations.


More Definitions of Xxxxxxxx Registrable Securities

Xxxxxxxx Registrable Securities means (i) the 50,000,000 shares of Common Stock held by Xxxxxxxx as of the date hereof 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.
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Xxxxxxxx Registrable Securities means (i) any shares of Common Stock ------------------------------- issued to Xxxxxxxx pursuant to the Subscription Agreement or any shares of Common Stock hereafter held by Xxxxxxxx and (ii) any shares of Common Stock 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.
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Xxxxxxxx Registrable Securities means (i) shares of Common Stock owned by Xxxxxxxx or its Affiliates and securities issued in respect thereof by way of conversion, dividend or stock split or stock issuance or in connection with a combination of shares, recapitalization, reclassification, merger, sale of assets, consolidation, reorganization or otherwise, to Xxxxxxxx or its Affiliates and (ii) shares of Common Stock (or securities issued in respect thereof by way of conversion, dividend or stock split or stock issuance or in connection with a combination of shares, recapitalization, reclassification, merger or reorganization or otherwise) transferred directly by Xxxxxxxx or its Affiliates to a transferee that is assigned all or any portion of the transferor's rights hereunder in accordance with Section 12(f); provided, however, a Xxxxxxxx Registrable Security shall cease to be a Xxxxxxxx Registrable Security to the extent provided in Section 2.
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Related to Xxxxxxxx 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 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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 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.

  • 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.

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

  • Registrable Amount means a number of shares of Common Stock equal to 1% of the Common Stock issued and outstanding immediately after the consummation of the Initial Public Offering.

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

  • Piggy-Back Registration is defined in Section 2.2.1.

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

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.

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

  • 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.

  • Incidental Registration has the meaning set forth in Section 4(a) of this Agreement.

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

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

  • Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

  • Demand Registration Notice has the meaning set forth in Section 2.1.