Common use of Registerable Securities Clause in Contracts

Registerable Securities. The term "Registerable Securities" shall mean (i) any of the shares 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 Agreement, securities will cease to be Registerable Securities when (A) 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 144A promulgated under the Securities 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 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 transfer and such Registrable Securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Dwango North America Corp)

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Registerable Securities. The term "Registerable Securities" shall mean (i) any of the shares of common stock, par value $.001 per share ("Common Stock sold in Stock"), of the Offering, (ii) the shares of Common Stock underlying the warrants Company issued to the Agents or their designees as compensation in connection with Rightsholders pursuant to the OfferingMerger Agreement, and (iiiii) 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 Agreement, securities will cease to be Registerable Securities when (A) 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 Rule 144 and 144A promulgated under the Securities Act, (B) such Registrable Registerable Securities are eligible for immediate resale (in full as to each Rightholder) pursuant to Rule 144(k) 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 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 transfer and such Registrable Registerable Securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Dwango North America Corp)

Registerable Securities. The term "Registerable Securities" shall mean (i) any of the shares of (i) common stock, par value $.0001 per share, of the Company ("Common Stock sold in the OfferingStock"), and (ii) the shares of Common Stock underlying the warrants issued Series D convertible preferred stock, par value $.0001 per share, of the Company, received by the Stockholders pursuant to the Agents or their designees as compensation Merger Agreement and other securities received in connection with the Offeringany stock split, and (iii) any Common Stock issued as (stock dividend, reorganization, recapitalization, reclassification or other distribution payable 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) abovesuch shares. For the purposes of this Agreement, securities will cease to be Registerable Securities when (A) 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, but not limited to, Rules 144 and 144A promulgated under the Securities 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 laws 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 and such Registrable Securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Eb2b Commerce Inc /Ny/)

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Registerable Securities. The term "Registerable Securities" shall mean (i) any of the shares 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, the shares referenced in (i) and (ii) abovesuch shares. For the purposes of this Agreement, securities will cease to be Registerable Securities when (A) 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 144A promulgated under the Securities Act, (B) such Registrable 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 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 transfer and such Registrable Registerable Securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Dwango North America Corp)

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