Future Registrable Securities definition

Future Registrable Securities shall have the meaning set forth in clause (c) of the definition of "Registrable Securities" contained herein.
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Future Registrable Securities means that number of Registrable Securities which the Company estimates, in its good faith and reasonable discretion, may be issued in the twelve (12) month period following any Filing Date.
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Future Registrable Securities means (i) all shares of Common Stock issuable upon the exercise of any Redemption Warrants and any Acquisition Redemption Warrants and (ii) Interest Payment Shares, together with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; PROVIDED HOWEVER that Future Registrable Securities shall not include those securities that (a) have been effectively registered under Section 5 of the Securities Act and disposed of pursuant to a registration statement or (b) have been transferred pursuant to Rule 144 promulgated under the Securities Act or any successor rule or (c) have been issued to the Holder pursuant to an effective registration statement. As the context requires, upon the issuance of any Redemption Warrants and/or Acquisition Redemption Warrants and/or any Interest Payment Shares, the Future Registrable Securities issued in connection with the issuance of such Redemption Warrants and/or Acquisition Redemption Warrants and/or Interest Payment Shares shall be considered "Registrable Securities" for the purposes of this Agreement.
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Examples of Future Registrable Securities in a sentence

  • The Company shall include in such Registration such shares of Preferred Registrable Securities, Future Registrable Securities and Warrant Registrable Securities for which it has received written requests to register such shares within twenty (20) calendar days after such written notice has been given.

  • If the Registration Statement is to cover an Underwritten Offering, such Preferred Registrable Securities, Future Registrable Securities and Warrant Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters.

  • Each time the Company decides to file a Registration Statement under the Securities Act (other than registrations on Forms S-4 or S-8 or any successor form thereto, and other than a Demand Registration) covering the offer and sale by it or any of its security holders of any of its securities for money, the Company shall give written notice thereof to all holders of Preferred Registrable Securities and the Stockholders of Future Registrable Securities and Warrant Registrable Securities.

  • In addition, the Company shall include in such Demand Registration such shares of Series C Registrable Securities, Series E Registrable Securities, Future Registrable Securities and Warrant Registrable Securities for which it has received written requests to register such shares within twenty (20) calendar days after such written notice has been given.

  • The Series C Stockholders of Series C Registrable Securities exercising a Demand Registration request and the Stockholders of Future Registrable Securities and Warrant Registrable Securities participating in a Demand Registration shall receive priority with respect to the number of shares to be included in a Registration Statement.

  • The bosonic nature of gauge fields preclude exact mappings, but many proposals exist with different costs [10–28].

  • In addition, the Company shall include in such Demand Registration such shares of Series C Registrable Securities, Future Registrable Securities and Warrant Registrable Securities for which it has received written requests to register such shares within twenty (20) calendar days after such written notice has been given.

  • The Company shall include in such Registration Statement such shares of Series C Registrable Securities, Future Registrable Securities and Warrant Registrable Securities for which it has received written requests to register such shares within twenty (20) calendar days after such written notice has been given.

  • The Company and, subject to the requirements of SECTION 11 hereof, other holders of securities of the Company may include such securities in such Registration if, but only if, the managing underwriter concludes that such inclusion will not interfere with the successful marketing of all the Series C Registrable Securities, Series E Registrable Securities, Future Registrable Securities and Warrant Registrable Securities requested to be included in such registration.

  • In such a case, the Member State concerned shall, in respect of inland waterways, continue to apply the provisions of Directives 96/35/EC and 2000/18/EC applicable on 30 June 2009.


More Definitions of Future Registrable Securities

Future Registrable Securities means all Common Stock owned now ----------------------------- or in the future by any employees of, consultant to, or holders of equity securities, of the Company to whom the Board determines to expressly extend the benefits of this Agreement; provided, that such Person executes a written -------- agreement to be bound by the terms hereof as if such Person were an original party hereto; provided, further that such shares of Common Stock shall only be treated as Future Registrable Securities if and so long as they have not been (x) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (y) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect to such Common Stock are removed upon the consummation of such sale and the seller and purchaser of such Common Stock receive an opinion of counsel for the Company, which shall be in form and content reasonably satisfactory to the seller and purchaser and their respective counsel, to the effect that such Common Stock in the hands of the purchaser is freely transferable without restriction or registration under the Securities Act in any public or private transaction.
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Related to Future Registrable Securities

  • Registrable Securities means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Registrable Shares means (i) the Warrant Shares, and (ii) any other shares of Common Stock issued in respect of such shares (because of stock splits, stock dividends, reclassifications, recapitalizations, or similar events); provided, however, that shares of Common Stock which are Registrable Shares shall cease to be Registrable Shares (i) upon any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (ii) upon any sale in any manner to a person or entity which, by virtue of Section 13 of this Warrant, is not entitled to the rights provided by this Warrant.

  • Additional Registrable Securities means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on exercise of the warrants.

  • Registrable Stock means (i) any shares of Common Stock issued or issuable upon the conversion of any of the Shares (ii) any Common Stock issued by way of a stock split, reorganization, merger or consolidation, and (iii) any Common Stock issued as a dividend on the Shares. For purposes of this Agreement, any Registrable Stock shall cease to be Registrable Stock when (v) a registration statement covering such Registrable Stock has been declared effective and such Registrable Stock has been disposed of pursuant to such effective registration statement, (w) such Registrable Stock is sold pursuant to Rule 144 (or any similar provision then in force) under the 1933 Act, (x) such Registrable Stock is eligible to be sold pursuant to Rule 144(k) under the 1933 Act, (y) such Registrable Stock has been otherwise transferred, no stop transfer order affecting such stock is in effect and the Company has delivered new certificates or other evidences of ownership for such Registrable Stock not bearing any legend indicating that such shares have not been registered under the 1933 Act, or (z) such Registrable Stock is sold by a person in a transaction in which the rights under the provisions of this Agreement are not assigned.

  • Other Registrable Securities means (i) any Common Equity held (directly or indirectly) by any Other Holders or any of their Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Initial Registrable Securities means (i) the Common Shares issued or issuable upon conversion of the Notes issued pursuant to the terms of the Securities Purchase Agreement, and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, or the Notes as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on conversion of the Notes.

  • Registerable Securities means the shares of Common Stock issued or issuable upon exercise of the Warrants.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, 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 such shares.

  • Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Registrable Security means (a) the Founder Shares and the shares of Common Stock issued or issuable upon the conversion of the Founder Shares, (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants), (c) any outstanding shares of Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, (d) any equity securities (including the shares of Common Stock issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder (including the Working Capital Warrants and shares of Common Stock issued or issuable upon the exercise of the Working Capital Warrants) and (e) any other equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

  • Shelf Registrable Securities has the meaning set forth in Section 1(d)(i).

  • Registrable Common Stock means (i) any shares of Common Stock issued as Stock Consideration, (ii) any other security into or for which the Common Stock referred to in clause (i) has been converted, substituted or exchanged, and any security issued or issuable with respect thereto upon any stock dividend or stock split or in connection with a combination of shares, reclassification, recapitalization, merger, consolidation or other reorganization or otherwise.

  • Covered Securities means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.

  • Insider Shares means all shares of Common Stock of the Company owned by an Insider immediately prior to the Company's IPO. For the avoidance of doubt, Insider Shares shall not include any IPO Shares purchased by Insiders in connection with or subsequent to the Company's IPO.

  • Registrable Notes Each Note upon its original issuance and at all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, until, in each case, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private Exchange Note has been declared effective by the SEC and such Note, Exchange Note or such Private Exchange Note, as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes that may be resold without restriction under state and federal securities laws, (iii) such Note, Exchange Note or Private Exchange Note, as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or Private Exchange Note, as the case may be, may be resold without restriction pursuant to Rule 144(k) (as amended or replaced) under the Securities Act.

  • Exempted Securities means:

  • Exchangeable Securities means any securities of any trust, limited partnership or corporation other than the Trust that are convertible or exchangeable directly for Units without the payment of additional consideration therefore;

  • Restricted Securities shall have the meaning specified in Section 2.05(c).

  • Registrable Securities then outstanding means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.

  • Available Securities means the securities of the Funds that are available for Loans pursuant to Section 3.

  • Registrable Amount means an amount of Registrable Securities having an aggregate value of at least $200,000,000 (based on the anticipated offering price (as determined in good faith by the Requesting Shareholders)).

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • transferable securities means those classes of securities which are negotiable on the capital market, with the exception of instruments of payment, such as:

  • Withdrawn Registration means a forfeited demand registration under Section 2.1 in accordance with the terms and conditions of Section 2.4.