Registrable Shares Sample Clauses

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 shareholders 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, shareholders 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. For purposes of this Agreement "Registrable Shares" shall mean, at any time, and with respect to any Stockholder or Qualified Transferee (as defined in Section 8(g) below), any Restricted Securities (as defined below) held by such Stockholder or Qualified Transferee, and "Holder" shall mean any Stockholder or Qualified Transferee holding Registrable Shares. As to any particular Registrable Shares, once issued, such Registrable Shares shall cease to be Registrable Shares (1) when 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 they have been disposed of pursuant to and in the manner described in such effective Registration Statement, (2) when such Registrable Shares are sold or distributed pursuant to Rule 144, (3) when such Registrable Shares have ceased to be outstanding, or (4) when such Registrable Shares have been transferred to a person or entity other than a Qualified Transferee. For purposes of this Agreement, the term "Restricted Securities" shall mean, at any time and with respect to any Stockholder or Qualified Transferee, the shares of Series B Stock and any other securities which by their terms are directly or indirectly exercisable or exchangeable for or convertible into Common Stock (other than stock options granted to employees or directors of the Company in their capacity as such, or Common Stock issuable upon the exercise thereof), and any securities received on or with respect to any of the foregoing securities, which are held by such Stockholder or Qualified Transferee and which theretofor have not been sold to the public pursuant to a Registration Statement or pursuant to Rule 144 under the Act. For purposes of this Agreement, the term "Registration Statement" shall mean any registration statement of the Company which covers any of the Registrable Shares, and all amendments and supplements to any such
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. 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. For purposes of this Agreement, “Registrable Shares” shall mean the shares of Parent Common Stock issued as the Equity Consideration and Restricted Equity Consideration.
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. 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. As used herein the termRegistrable 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. 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 in this Agreement, "Registrable Shares" means the shares of the Purchaser's common stock (the "Purchaser Common Stock") issued to the Company pursuant to the Purchase Agreement and any shares of Purchaser Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization; provided, however, that Registrable Shares shall cease to be Registrable Shares when (i) a registration statement covering such Registrable Shares shall have become effective under the Securities Act of 1933, as amended (the "1933 Act"), and all of such Registrable Shares shall have been disposed of in accordance with the Registration Statement, or (ii) all of such Registrable Shares may be transferred pursuant to 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 any single calendar quarter. If the Company desires to sell shares pursuant to Rule 144, the Company shall provide such Rule 144 representation letters in usual and customary form as may reasonably be requested by Purchaser's counsel for the purpose providing any customarily required opinion.