Registrable Debentures definition

Registrable Debentures means the Debentures; provided, however, that the Debentures shall cease to be Registrable Debentures when (i) the Debentures have been exchanged for Exchange Debentures in an Exchange Offer as contemplated in Section 2(a); (ii) in the circumstances contemplated by Section 2(b), a registration statement registering the Debentures under the Securities Act has been declared or becomes effective and the Debentures have been sold or otherwise transferred by the holder thereof pursuant to such effective registration statement; (iii) the Debentures are sold pursuant to Rule 144 under circumstances in which any legend borne by the Debentures relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed or the Debentures are eligible to be sold pursuant to paragraph (k) of Rule 144; or (iv) the Debentures shall cease to be outstanding.
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Registrable Debentures means the Debentures; provided, however, ---------------------- that the Debentures shall cease to be Registrable Debentures when (i) a Registration Statement with respect to such Debentures shall have been declared effective under the 1933 Act and such Debentures shall have been disposed of pursuant to such Registration Statement, (ii) such Debentures shall have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act, (iii) such Debentures shall have ceased to be outstanding or (iv) such Debentures have been exchanged for Exchange Debentures upon consummation of the Exchange Offer.
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Registrable Debentures. Each Debenture upon original issuance of the Debentures and at all times subsequent thereto, each Exchange Debenture as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Debenture upon original issuance thereof and at all times subsequent thereto, until in the case of any such Debenture, Exchange Debenture or Private Exchange Debenture, as the case may be, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Debenture as to which Section 2(c)(iv) hereof is applicable, the Exchange Registration Statement) covering such Debenture, Exchange Debenture or Private Exchange Debenture, as the case may be, has been declared effective by the SEC and such Debenture (unless such Debenture was not tendered for exchange by the Holder thereof), Exchange Debenture or Private Exchange Debenture, as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Debenture, Exchange Debenture or Private Exchange Debenture, as the case may be, is, or may be, sold in compliance with Rule 144, or (iii) such Debenture, Exchange Debenture or Private Exchange Debenture, as the case may be, ceases to be outstanding for purposes of the Indenture.
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Examples of Registrable Debentures in a sentence

  • No Holder of Registrable Debentures may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Registrable Debentures on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

  • Upon the request of any holder of Registrable Debentures in connection with that holder's sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

  • The Company represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Debentures which would be inconsistent with the terms contained in this Agreement.

  • Upon the written request of any Holder of Registrable Debentures, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

  • This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the holders of at least a majority in aggregate principal amount of the Registrable Debentures at the time outstanding.

  • Notwithstanding the foregoing, the holders of the Registrable Debentures being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Debentures and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

  • This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties and shall inure to the benefit of and be binding upon each Holder of any Registrable Debentures.

  • Any person who purchases any Registrable Debentures from an Initial Purchaser shall be deemed, for purposes of this Agreement, to be an assignee of such Initial Purchaser.

  • To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Debentures or any placement or sales agent therefor or underwriter thereof, the Company shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a documented request therefor.

  • In the event of a breach by the Company of its obligations under this Agreement, each Holder of Registrable Debentures, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement; provided that the sole damages payable for a violation of the terms of this Agreement for which liquidated damages are expressly provided pursuant to Section 2(c) hereof shall be such liquidated damages.


More Definitions of Registrable Debentures

Registrable Debentures means the Debentures; provided, however, that any Debentures shall cease to be Registrable Debentures when any of the following occurs: (i) a Registration Statement with respect to such Debentures for the exchange or resale thereof shall have been declared effective under the Securities Act and such Debentures shall have been disposed of pursuant to such Registration Statement, (ii) such Debentures shall have been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act or are eligible to be sold without restriction as contemplated by Rule 144(k), (iii) such Debentures shall have ceased to be outstanding or (iv) no Shelf Registration Event has occurred and the Exchange Offer has concluded in accordance with the provisions hereof.
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Registrable Debentures means any of the Debentures until the earliest of (i) such Debenture's resale in accordance with the Registration Statement covering sales and offers of such securities by Holders thereof, (ii) expiration of the holding period that would be applicable thereto under Rule 144(k) to a sale by a non-Affiliate of the Issuer, and (iii) its sale to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act.
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Related to Registrable Debentures

  • 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 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.

  • Initial Registrable Securities means (i) the Warrant Shares issued or issuable upon exercise of the Warrants and (ii) any capital stock of the Company issued or issuable with respect to the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, in each case without regard to any limitations on the exercise of the Warrants.

  • Registrable Shares means the Common Stock owned by the Holders, whether owned on the date hereof or acquired hereafter; provided, however, that shares of Common Stock that, pursuant to Section 3.1, no longer have registration rights hereunder shall not be considered Registrable Shares.

  • 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.

  • 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.

  • 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.

  • 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.

  • Registrable Amount means a number of shares of Common Stock equal to 1% of the Common Stock issued and outstanding immediately after the consummation of the Initial Public Offering.

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

  • 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.

  • 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.

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

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Registrable IP means all patents, patent applications, statutory invention registrations, registered trademarks, registered service marks, registered Internet domain names and copyright registrations.

  • 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.

  • Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

  • 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.

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

  • Offered Securities shall have the meaning specified in Section 5.03(b)(ii)(B).

  • 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.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Convertible Debentures means the 10½% Convertible Subordinated Debentures due 2007 of the Company.

  • Initial Debentures means the Debentures designated as “9.5% Unsecured Convertible Debentures” and described in Section 2.5;

  • Conversion Shares Registration Statement means a registration statement that registers the resale of the Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • New Notes shall have the meaning assigned to such term in Section 32.