Registrable Preferred Securities definition

Registrable Preferred Securities means (a) any shares of Preferred Stock that have not been redeemed by the Company for cash or other form of consideration; 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 Preferred Securities, such securities will irrevocably cease to constitute Registrable Preferred 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 Preferred Securities means the Registrable Securities, excluding the Original Stockholder Shares.

Registrable Preferred Securities means the shares of Preferred Stock issued to RHI pursuant to the Merger Agree- ment. As to any particular Registrable Preferred Securities, once issued such securities shall cease to be Registrable Pre- ferred Securities when (a) a registration statement with respect to the sale of such securities shall have become effec- tive 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) promul- gated under the Securities Act or (c) they shall have ceased to be outstanding.

Examples of Registrable Preferred Securities in a sentence

• 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).

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

• If any of the Registrable Preferred Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Majority Holders and shall be reasonably acceptable to the Trust.

• No Holder of Registrable Preferred Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Registrable Preferred Securities 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.

More Definitions of Registrable Preferred Securities

Registrable Preferred Securities means (i) all shares of Common Stock issued or issuable upon conversion of the Series C Preferred and Series D Preferred and (ii) 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 Series B Preferred, the Series C Preferred or Series D Preferred.

Registrable Preferred Securities means the shares of Preferred Stock issued to RHI pursuant to the Exchange Agreement. As to any particular Registrable Preferred Securities, once issued such securities shall cease to be Registrable Preferred 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 Preferred Securities means the shares of Designated Preferred, if any, issued to the Series A Holders on the date hereof; provided, that Registrable Preferred Securities shall not include shares of Designated Preferred 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 1.12 hereof.

Registrable Preferred Securities means (i) the Preferred Shares issued to the Investors, (ii) the Common Shares issuable or issued upon conversion of the Preferred Shares and (iii) 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) and (ii) above, excluding in all cases, however, any Registrable Preferred Securities sold by a person in a transaction in which his rights under this Section 1 are not assigned.

Registrable Preferred Securities means (a) any shares of Convertible Preferred Stock that have not been converted into Common Stock by the fifth anniversary of the Issue Date; 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 Preferred Securities, such securities will irrevocably cease to constitute Registrable Preferred 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. ACTIVE 248784068v.19

Registrable Preferred Securities means: (i) the Preferred Shares issued to an Investor pursuant to the Purchase Agreement; (ii) any Preferred Shares or other securities issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange by the Company for, or in replacement by the Company of, such Preferred Shares; and (iii) any securities issued in exchange for such Preferred Shares or other securities that are Registrable Preferred Securities in any merger, reorganization, recapitalization or combination of the Company; provided, however, that Registrable Preferred Securities shall not include any securities which have theretofore been Transferred in an offering registered under the Securities Act or which have been Transferred pursuant to Rule 144 or any similar rule promulgated by the Commission pursuant to the Securities Act.

Registrable Preferred Securities means the Warrant Registrable Preferred Securities.