Common use of Registerable Securities Clause in Contracts

Registerable Securities. The term "Registerable Securities" shall mean the shares of common stock of the Company ("Common Stock") listed on Exhibit A received by the Stockholders pursuant to the Acquisition Agreement, and any other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon such shares of Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities when (A) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering such Registerable Securities has been declared effective by the Securities and Exchange Commission and such registration statement has been continuously effective for a period of nine (9) months, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 145 promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "Registerable SecuritiesREGISTERABLE SECURITIES" shall mean any of the Conversion Shares, including any shares of common stock of the Company ("Company's Common Stock") listed on Exhibit A received by the Stockholders pursuant to the Acquisition Agreement, and any Stock or other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon such shares of the Company's Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities when upon the earliest to occur of (A) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering such Registerable Securities has been declared effective by the and (1) such Registerable Securities and Exchange Commission and have been disposed of pursuant to such effective registration statement or (2) such registration statement has been continuously remained effective for a period of nine (9) months270 consecutive days, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 145 144A promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "Registerable Securities" shall mean the shares of common stock Capital Stock of the Company ("Common Stock") listed on Exhibit A received by the Stockholders issued pursuant to the Acquisition Settlement Agreement, and including any shares of Common Stock or other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon such shares of Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities when (A) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), ) covering such Registerable Securities has been declared effective by the Securities and Exchange Commission and such registration statement has been continuously effective for a period of nine (9) months, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 145 144A promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "Registerable Securities" shall mean any of the shares of common stock Common Stock, par value $.001 per share, of the Company ("Common Stock") listed on Exhibit A received by the Stockholders pursuant to the Acquisition Agreement, Merger Agreement whether on the Closing Date or thereafter and any upon conversion of the convertible notes issued pursuant to the Merger Agreement and other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon such shares of Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities when (A) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering such Registerable Securities has been declared effective by the Securities and Exchange Commission and such registration statement has been continuously effective for a period of nine (9) monthsmonths after the expiration of the period specified in section 2(b) of the Lock-up Agreements of even date herewith between the Company and each of Stockholders, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 145 144A promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "Registerable Securities" shall mean the shares of common stock Common Stock of the Company which (A) were acquired by the Purchasers, pursuant to their respective Subscription Agreements and the Common Stock issuable upon the exercise of the Common Stock Purchase Option (the "Common StockOption") listed on Exhibit A received issued by the Stockholders Company to Ronald Altman (the "Xxxxxx Xxxxer") pursuant to the Acquisition AgreementAltman Letter, and ixxxxxxng, in each case, any shares of Common Stock or other securities received in connection with any stock split, stock dividenddivided, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon such shares of Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities when (A) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering such Registerable Securities has been declared effective by the and either such Registerable Securities and Exchange Commission and have been disposed of pursuant to such effective registration statement or such registration statement has been continuously effective for a period of nine (9) not less than 24 months, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 145 144A promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "Registerable Securities" shall mean the shares of common stock of the Company or shares as converted into common stock of the Company ("Common Stock") listed on Exhibit A received by the Stockholders pursuant to the Acquisition Agreement, and any other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon such shares of Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities when (A) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering such Registerable Securities has been declared effective by the Securities and Exchange Commission and such registration statement has been continuously effective for a period of nine (9) months, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 145 promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "Registerable Securities" shall mean the shares of common stock stock, par value $.001 per share, of the Company ("Common Stock") listed on Exhibit A received by the Stockholders pursuant to the Acquisition Merger Agreement, and any other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon such shares of Common Stock. For the purposes of this Agreement, securities will cease to be Registerable Securities when (A) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering such Registerable Securities has been declared effective by the Securities and Exchange Commission and such registration statement has been continuously effective for a period of nine (9) months, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited to, Rules 144 and 145 promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.

Registerable Securities. The term "Registerable Securities" shall mean any of the shares of common stock Parent Preferred Stock issuable as Merger Consideration pursuant to this Agreement and the shares of Parent Common Stock issuable upon conversion of the Company ("Common Stock") listed on Exhibit A received by the Stockholders shares of Parent Preferred Stock issuable as Merger Consideration pursuant to the Acquisition this Agreement, and including any shares of Parent Common Stock or other securities received in connection with any stock split, stock dividend, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon such shares of Parent Common Stock. For the purposes of this AgreementSection 6.1, securities will cease to be Registerable Securities when (A) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering such Registerable Securities has been declared effective by the and (1) such Registerable Securities and Exchange Commission and have been disposed of pursuant to such effective registration statement or (2) such registration statement has been continuously remained effective for a period of nine (9) months270 consecutive days, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, including, but not limited towithout limitation, Rules 144 and 145 144A promulgated under the Securities Act, Act or (C) such Registerable Securities have been otherwise transferred and the CompanyParent, in accordance with applicable law and regulations, has delivered new certificates or other evidences of ownership for such securities which are not subject to any stop transfer order or other restriction on transfer.