Registrable Shares. For purposes of this Agreement, "REGISTRABLE SHARES" shall mean the shares of Acquiror Common Stock issued in the Merger, including any and all Escrow Shares, and the shares of Acquiror Common Stock issuable upon the exercise of the Target Warrants assumed by Acquiror pursuant to Section 6.5(d), but excluding shares of Acquiror Common Stock issued in the Merger or issuable upon the exercise of the Target Warrants that have been sold or otherwise transferred by the stockholders of Target who initially received such shares in the Merger or by the holder of the Target Warrants prior to the effective date of the Registration Statement (as defined below) (collectively, the "HOLDERS"); provided however, that a distribution of shares of Acquiror Common Stock issued in the Merger without additional consideration, to underlying beneficial owners (such as the general and limited partners, stockholders or trust beneficiaries of a Holder) shall not be deemed such a sale or transfer for purposes of this Section 6.6 and such underlying beneficial owners shall be entitled to the same rights under this Section 6.6 as the initial Holder from which the Registrable Shares were received and shall be deemed a Holder for the purposes of this Section 6.6.
Registrable Shares. Each of the Shares and any Additional Shares, upon original issuance thereof, and at all times subsequent thereto, including upon the transfer thereof by the original holder or any subsequent holder, until, in the case of any such Shares or Additional Shares, as applicable, the earliest to occur of:
Registrable Shares. For purposes of this Agreement "Registrable Shares" shall mean, at any time, and with respect to any Stockholder, any person receiving shares of Common Stock in connection with the Merger that has executed and delivered to the Company a joinder agreement in the form attached hereto as Exhibit A, or any Qualified Transferee (as defined in Section 9(g) below) (each such person being a "Securityholder"), the shares of Common Stock held by such Securityholder which constitute Restricted Securities (as defined below), and "Holder" shall mean any Securityholder holding Registrable Shares. As to any particular Registrable Shares, once issued, such Registrable Shares shall cease to be Registrable Shares on the earliest of (1) the date on which such Registrable Shares have been registered under the Securities Act of 1933, as amended or any successor Federal statute (the "Act"), the Registration Statement in connection therewith has been declared effective, and such Registrable Shares have been disposed of pursuant to and in the manner described in such effective Registration Statement, (2) the date on which such Registrable Shares are sold or distributed
Registrable Shares. Registrable Shares" shall mean the Common Shares, and all shares of the Company's Common Stock issued as a dividend on, or other distribution with respect to, or in exchange or in replacement of, the Common Shares, until, in the case of any such security, the earliest of (A) its effective registration under the Securities Act and resale in accordance with the registration statement covering it, (B) the earliest date all of such shares may be sold pursuant to Rule 144(k) under the Securities Act, or (C) its sale pursuant to Rule 144 or a sale otherwise exempt from the registration rights requirements of the Securities Act.
Registrable Shares. Each of the Common Shares to be acquired by the Holder directly from the Trust in a transaction exempt from the registration requirements of the Securities Act, until (i) the date on which it has been registered effectively pursuant to the Securities Act and disposed of in accordance with any Registration Statement relating to it, (ii) the date on which either it is distributed to the public pursuant to Rule 144 (or any similar provisions then in effect) or is saleable pursuant to Rule 144 promulgated by the Commission pursuant to the Securities Act without limitation as to volume or manner of sale, or (iii) the date on which it is saleable, without restriction, pursuant to an available exemption from registration under the Securities Act, or (iv) the date on which it is sold to the Trust.
Registrable Shares. Any transfer of registration rights pursuant to this Section 1.10 shall be effective upon receipt by the Company of written notice from the Executive stating the name and address of the Transferee and identifying the amount of Registrable Shares with respect to which the rights under this Section 1 are being transferred and the nature of the rights so transferred. In connection with any such transfer, the term "the Executive" as used in this Agreement shall, where appropriate to assign each right and obligation to such Transferee, be deemed to refer to the transferee holder of such Registrable Shares.
Registrable Shares. Any Registrable Share will cease to be a Registrable Share when (a) a Registration Statement covering such Registrable Share has become effective under the Securities Act and such Registrable Share has been sold or disposed of pursuant to such Registration Statement; (b) such Registrable Share has been disposed of pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act; (c) such Registrable Share is held by the Company or one of its subsidiaries or ceases to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise); (d) such Registrable Share has been sold or disposed of in a transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such Registrable Share pursuant to Section 2.11; or (e) such Registrable Share becomes eligible for resale without restriction and without volume limitations or the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act. Any security that has ceased to be a Registrable Share shall not thereafter become a Registrable Share, and any security that is issued or distributed in respect of a security that has ceased to be a Registrable Share shall not be a Registrable Share.
Registrable Shares. As used herein the term “Registrable Security” means (a) each of the Shares, (b) the shares of Common Stock of the Company issuable upon exercise of the Warrants and (c) any Common Stock of the Company issued as (or issuable on 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 clause (a) above; provided, however, that with respect to any particular Registrable Security held by an Investor, such security shall cease to be a Registrable Security when, as of the date of determination, (a) it has been effectively registered under the Securities Act and disposed of pursuant thereto, or (b) registration under the Securities Act is no longer required for the immediate public distribution of any particular Registrable Shares held by that Investor and its affiliates. In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of “Registrable Security” as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Section 5.
Registrable Shares. As used in this Agreement, "Registrable Shares" means the shares of the Company's Common Stock issued to the Seller pursuant to the Purchase Agreement and any shares of the Company's Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization taking place after the Effective Date (as defined in the Purchase Agreement); provided, however, that Registrable Shares shall cease to be Registrable Shares when (i) a registration statement covering such Registrable Shares on Form S-3 shall have become effective under the Securities Act of 1933, as amended (the "1933 Act"), and such Registrable Shares shall have been disposed of in accordance with the Registration Statement, or (ii) such Registrable Shares may be transferred without restriction pursuant to paragraph (k) of Rule 144 under the 1933 Act, as such rule may be amended from time to time, or any successor rule or regulation ("Rule 144"). In the event the Seller should wish to sell shares pursuant to Rule 144 (other than pursuant to paragraph (k) thereof), the Seller shall provide any representation letters relating to such sale in usual and customary form as may be reasonably requested by the Company's counsel in order for the Company's counsel to render an opinion relating to such sale, as the case may be.