Common use of Registerable Securities Clause in Contracts

Registerable Securities. The term “Registerable Securities” shall mean the Conversion Shares. For the purposes of this Section 9, 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 and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained effective for 270 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, without limitation, Rules 144 and 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 Conversion Sharesshares 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 Section 9Agreement, 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 (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) Exchange Commission and such registration statement has remained been continuously effective for 270 consecutive daysa 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, without limitationbut not limited to, Rules 144 and 144A 145 promulgated under the Securities Act 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” "REGISTERABLE SECURITIES" shall mean any of the Conversion Shares, including any shares of the Company's 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 shares of the Company's Common Stock. For the purposes of this Section 9Agreement, 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 and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained effective for 270 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, without limitationbut not limited to, Rules 144 and 144A promulgated under the Securities Act 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 Conversion Sharesshares of Capital Stock of the Company, 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 shares of Common Stock. For the purposes of this Section 9Agreement, 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 and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained been effective for 270 consecutive daysnine (9) months after the expiration of the period specified in section 2(d) 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, without limitationbut not limited to, Rules 144 and 144A promulgated under the Securities Act 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 Conversion Sharesshares of Capital Stock of the Company, 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 shares of Common Stock. For the purposes of this Section 9Agreement, 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 and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained been effective for 270 consecutive daysnine (9) months 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, without limitationbut not limited to, Rules 144 and 144A promulgated under the Securities Act 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 Conversion Sharesshares of Capital Stock of the Company, 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 shares of Common Stock. For the purposes of this Section 9Agreement, 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 and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained been effective for 270 consecutive daysnine (9) months after the expiration of the period specified in section 2 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, without limitationbut not limited to, Rules 144 and 144A promulgated under the Securities Act 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 Conversion Sharesshares of 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 "Option") issued by the Company to Ronald Altman (the "▇▇▇▇▇▇ ▇▇▇▇er") pursuant to the Altman Letter, i▇▇▇▇▇▇ng, in each case, any shares of Common Stock or other securities received in connection with any stock split, stock divided, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon shares of Common Stock. For the purposes of this Section 9Agreement, 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 and (1) either such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained been effective for 270 consecutive daysnot 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, without limitationbut not limited to, Rules 144 and 144A promulgated under the Securities Act 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 (i) the Conversion Shares, 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, the Shares. For the purposes of this Section 9Agreement, 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 and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained effective for 270 consecutive days, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act Act, or pursuant to an exemption from the registration requirements of the Securities Act, including, without limitationbut not limited to, Rules 144 and 144A promulgated under the Securities Act Act, (B) such Registerable Securities are eligible for immediate resale pursuant to Rule 144(k) promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law laws 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 transfertransfer and such Registerable Securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act.

Registerable Securities. The term “"Registerable Securities” " shall mean any of the Conversion Shares and any shares of Common Stock or other securities received in connection with any stock split, stock divided, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon the Shares. For ; provided, however, that, for the purposes of this Section 9Subscription Agreement, the Shares and/or such other 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 and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained effective for 270 consecutive daysstatement, (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, without limitationbut not limited to, Rules 144 and 144A promulgated under the Securities Act 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 Conversion Shares and the Warrant Shares, including, in each case, any shares of Common Stock or other securities received in connection with any stock split, stock divided, merger, reorganization, recapitalization, reclassification or other distribution payable or issuable upon shares of Common Stock. For the purposes of this Section 9Agreement, 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 and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained effective for 270 consecutive daysstatement, (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, without limitationbut not limited to, Rules 144 and 144A promulgated under the Securities Act 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 (i) any of the Conversion Sharesshares of common stock, par value $.001 per share ("Common Stock"), of the Company issued to the Rightsholders pursuant to the Merger Agreement, 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, the shares referenced in (i) above. For the purposes of this Section 9Agreement, 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 and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained effective for 270 consecutive days, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act Act, or pursuant to an exemption from the registration requirements of the Securities Act, including, without limitationbut not limited to, Rules Rule 144 and 144A promulgated under the Securities Act Act, (B) such Registerable Securities are eligible for immediate resale (in full as to each Rightholder) pursuant to Rule 144 promulgated under the Securities Act, (C) such Registerable Securities have been registered pursuant to an effective registration statement, or (CD) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law laws 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 transfertransfer and such Registerable Securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act.

Registerable Securities. The term “"Registerable Securities” " shall mean the Conversion Sharesshares of Capital Stock of the Company issued pursuant to the Settlement Agreement, 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 shares of Common Stock. For the purposes of this Section 9Agreement, 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 (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) Exchange Commission and such registration statement has remained been continuously effective for 270 consecutive daysa 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, without limitationbut not limited to, Rules 144 and 144A promulgated under the Securities Act 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 ----------------------- (i) the Conversion Shares, 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, the Shares. For the purposes of this Section 9Agreement, 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 and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained effective for 270 consecutive days, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act Act, or pursuant to an exemption from the registration requirements of the Securities Act, including, without limitationbut not limited to, Rules 144 and 144A promulgated under the Securities Act Act, (B) such Registerable Securities are eligible for immediate resale pursuant to Rule 144(k) promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law laws 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 transfertransfer and such Registerable Securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act.

Registerable Securities. The term “"Registerable Securities” " shall mean any of the Conversion Sharesshares of (i) common stock, par value $.0001 per share, of the Company ("Common Stock"), and (ii) Common Stock underlying the Series D convertible preferred stock, par value $.0001 per share, of the Company, received by the Stockholders pursuant to the Merger Agreement and other securities received in connection with any stock split, stock dividend, reorganization, recapitalization, reclassification or other distribution payable or issuable upon such shares. For the purposes of this Section 9Agreement, 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 and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained effective for 270 consecutive days, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from the registration requirements of the Securities Act, including, without limitationbut not limited to, Rules 144 and 144A promulgated under the Securities Act Act, (B) such Registrable Securities are eligible for immediate resale pursuant to to Rule 144(k) 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 transfertransfer and such Registrable Securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act.

Registerable Securities. The term “"Registerable Securities” " shall mean the Conversion Sharesshares of common stock, par value $.001 per share, of the Company ("Common Stock") listed on Exhibit A received by the Stockholders pursuant to the 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 Section 9Agreement, 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 (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) Exchange Commission and such registration statement has remained been continuously effective for 270 consecutive daysa 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, without limitationbut not limited to, Rules 144 and 144A 145 promulgated under the Securities Act 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 Conversion Sharesshares of Parent Preferred Stock issuable as Merger Consideration pursuant to this Agreement and the shares of Parent Common Stock issuable upon conversion of the shares of Parent Preferred Stock issuable as Merger Consideration pursuant to this Agreement, 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 shares of Parent Common Stock. For the purposes of this Section 96.1, 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 and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained effective for 270 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, without limitation, Rules 144 and 144A promulgated under the Securities 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.

Registerable Securities. The term “"Registerable Securities” " shall mean any of the Conversion Sharesshares of Common Stock, par value $.001 per share, of the Company ("Common Stock") received by the Stockholders pursuant to the Merger Agreement whether on the Closing Date or thereafter and 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 Section 9Agreement, 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 (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) Exchange Commission and such registration statement has remained been continuously effective for 270 consecutive daysa period of nine (9) months 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, without limitationbut not limited to, Rules 144 and 144A promulgated under the Securities Act 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 (i) any of the Conversion Sharesshares of Common Stock sold in the Offering, (ii) the shares of Common Stock underlying the warrants issued to the Agents or their designees as compensation in connection with the Offering, 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 (i) and (ii) above. For the purposes of this Section 9Agreement, 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 and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained effective for 270 consecutive days, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act Act, or pursuant to an exemption from the registration requirements of the Securities Act, including, without limitationbut not limited to, Rules 144 and 144A promulgated under the Securities Act Act, (B) such Registrable Securities are eligible for immediate resale pursuant to Rule 144(k) promulgated under the Securities Act, or (C) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law laws 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 transfertransfer and such Registrable Securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act.

Registerable Securities. The term “"Registerable Securities” " shall mean (i) any of the Conversion Sharesshares of Common Stock underlying the Warrants or Notes sold in the Offering, (ii) the shares of Common Stock underlying the warrants issued to the Agents or their designees as compensation in connection with the Offering, 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, such shares. For the purposes of this Section 9Agreement, 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 and (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) such registration statement has remained effective for 270 consecutive days, (B) such Registerable Securities are distributed to the public pursuant to the Securities Act Act, or pursuant to an exemption from the registration requirements of the Securities Act, including, without limitationbut not limited to, Rules 144 and 144A promulgated under the Securities Act Act, (B) such Registerable Securities are eligible for immediate resale pursuant to Rule 144(k) promulgated under the Securities Act, (C) such Registerable Securities are registered pursuant to an effective registration statement, or (CD) such Registerable Securities have been otherwise transferred and the Company, in accordance with applicable law laws 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 transfertransfer and such Registerable Securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act.

Registerable Securities. The term “"Registerable Securities” " shall mean the Conversion Sharesshares 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 Section 9Agreement, 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 (1) such Registerable Securities have been disposed of pursuant to such effective registration statement or (2) Exchange Commission and such registration statement has remained been continuously effective for 270 consecutive daysa 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, without limitationbut not limited to, Rules 144 and 144A 145 promulgated under the Securities Act 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.