Registrable Common Securities means (a) any shares of Common Stock issuable or issued upon conversion of the Convertible Preferred Stock; and (b) any securities paid, issued or distributed in respect of any such securities defined in clause (a) by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise; provided, however, that as to any Registrable Common Securities, such securities will irrevocably cease to constitute Registrable Common Securities upon the earliest to occur of: (i) the date on which such securities are disposed of pursuant to (x) Rule 144 in a transaction following which such securities cease to be “restricted securities” (as defined in Rule 144) or (y) an effective registration statement under the Securities Act; (ii) subsequent to the consummation of a second Demand Underwritten Offering in accordance with the provisions of Section 2.2 hereof, the date on which such securities are eligible to be sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act without compliance with volume limitations or other restrictions; and (iii) the date on which such securities cease to be outstanding.
Registrable Common Securities means the Purchase Shares, together with any other shares of Common Stock purchased by any Joint Stockholder in the Prior Offering.
Registrable Common Securities means the shares of Common Stock (i) issued to RHI pursuant to the Merger Agree- ment, (ii) issued to RHI in the future to satisfy indemnifica- tion obligations of the Company under the Merger Agreement and (iii) issuable and issued upon conversion of any shares of Con- vertible Preferred Stock. As to any particular Registrable Common Securities, once issued such securities shall cease to be Registrable Common Securities when (a) a registration state- ment with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registra- tion statement, (b) they shall have been sold as permitted by, and in compliance with, Rule 144 (or successor provision) pro- mulgated under the Securities Act or (c) they shall have ceased to be outstanding.
Examples of Registrable Common Securities in a sentence
The Initial Common Stock Registration Statement shall be on Form S-3 or another appropriate form under the Securities Act and shall provide for the registration of such Registrable Common Securities for resale by such Holders in accordance with reasonable and customary methods of distribution elected by the Holders.
The Company may satisfy the foregoing obligation by, no later than the Initial Filing Date, designating a previously filed WKSI Registration Statement as the Initial Common Stock Registration Statement for the purposes of this Agreement and filing a supplement to the Prospectus included in such WKSI Registration Statement covering the resale of all of the Registrable Common Securities.
It was founded in 1983 by the Authors' Licensing Collecting Society Ltd ("ALCS") and the Publishers Licensing Society Ltd ("PLS").
The Company shall have no liability to any Holder of Preferred Stock for monetary damages with respect to any Registration Default with respect to Registrable Preferred Securities other than the Default Payments provided for in this Article VII (it being understood that nothing in this sentence affects the remedies in respect of any Registration Default with respect to Registrable Common Securities).
The Company shall have no liability to any Holder of Convertible Preferred Stock for monetary damages with respect to any Registration Default with respect to Registrable Preferred Securities other than the Default Payments provided for in this Article VII (it being understood that nothing in this sentence affects the remedies in respect of any Registration Default with respect to Registrable Common Securities).
More Definitions of Registrable Common Securities
Registrable Common Securities means any shares of Common Stock (excluding any Purchased Shares), Conversion Shares and Warrant Shares that are Registrable Securities.
Registrable Common Securities means the Letter Agreement Shares, the Subscription Agreement Shares and the Partnership Shares.
Registrable Common Securities means the Purchase Shares.
Registrable Common Securities means (i) all shares of Common Stock held by parties to this Agreement on the First Closing Date (as defined in the Stock Purchase Agreement), excluding shares of Common Stock held by Management, (ii) all shares of Common Stock of the Company issued or issuable upon conversion of the Series A Preferred and (iii) all shares of Common Stock issued as a dividend or other distribution, or issuable upon exercise of a warrant, option or other right issued as a dividend or distribution, or upon conversion of any convertible security issued as a dividend or other distribution, in each case with respect to or in exchange for or in replacement of the shares of Common Stock described in the foregoing clauses (i) and (ii).
Registrable Common Securities means the shares of Common Stock (i) issued to RHI pursuant to the Merger Agreement, (ii) issued to RHI in the future to satisfy indemnification obligations of the Company under the Merger Agreement and (iii) issuable and issued upon conversion of any shares of Convertible Preferred Stock. As to any particular Registrable Common Securities, once issued such securities shall cease to be Registrable Common 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 disposed of in accordance with such registration statement, (b) they shall have been sold as permitted by, and in compliance with, Rule 144 (or successor provision) promulgated under the Securities Act or (c) they shall have ceased to be outstanding.
Registrable Common Securities means at any time (i) the shares of Common Stock then beneficially owned (within the meaning of Section 13(d)(3) of the Exchange Act) by each Holder set forth on Exhibit A or Exhibit B who is an executive officer or director of the Company, or the beneficial owner (within the meaning of Section 13(d)(3) of the Exchange) of capital stock representing 10% or more of the total combined voting power of all outstanding shares of all classes of capital stock which are then entitled to vote in matters (excluding the election of directors) presented to a vote of the Company’s stockholders generally, or by any Affiliate or Immediate Family Member of each such Holder; (ii) the then outstanding Conversion Shares and the Conversion Shares then issuable upon exercise of the FIC Warrant by the Holder thereof or upon exercise of the Subdebt Transaction Warrants by the Holders thereof or upon conversion of the then outstanding Series A Preferred or Designated Preferred by any of the Holders, or any assignee thereof in accordance with Section 1.11 hereof, and (iii) any Company capital 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) or (ii) above; provided, that Registrable Securities shall not include shares of Common Stock previously (A) sold in a Public Sale, or (B) sold in a transaction in which the transferor’s rights hereunder are not assigned in accordance with Section 1.11. The number of shares of “Registrable Common Securities then outstanding” shall be the sum of the number of shares of Common Stock outstanding which are, and the number of Conversion Shares issuable pursuant to then exercisable or convertible securities which are, Registrable Common Securities.
Registrable Common Securities means (i) Common Shares issued to the Investors and Common Holders and (ii) any Common Shares 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, excluding in all cases, however, any Registrable Common Securities sold by a person in a transaction in which his rights under this Section 1 are not assigned; provided, however, that Registrable Common Securities shall not include Registrable Preferred Securities.