Registrable Shares. The Rule 144A Shares, the Accredited Investor Shares and the Regulation S Shares, upon original issuance thereof and at all times subsequent thereto, including upon the transfer thereof by the original holder or any subsequent holder, and any shares of Common Stock or other securities issued in respect of such Registrable Shares by reason of or in connection with Special Dividends, any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any exchange, conversion or replacement of such Registrable Shares or any combination of shares, recapitalization, merger or consolidation, or any other equity securities of the Company issued pursuant to any other pro rata distribution with respect to the Common Stock, until, in the case of any such securities, the earliest to occur of (i) the date on which the resale of such security has been registered pursuant to the Securities Act and it has been disposed of in accordance with the Registration Statement relating to it, (ii) the date on which such securities either (a) have been transferred pursuant to Rule 144 (or any similar provision then in effect) or (b) are eligible for sale pursuant to Rule 144 without volume or manner of sale restrictions and without any current public information requirements, and in the case of each of clause (i) and (ii), are listed for trading on a National Securities Exchange, (iii) the date on which such securities are sold to the Company or are no longer issued and outstanding or (iv) the first anniversary of the effective date of the Shelf Registration Statement, subject to an extension for the number of days during such year in which any Suspension Notice was in effect in accordance with Section 6 hereof.
Registrable Shares means the shares of Common Stock owned by a Holder and any other shares of Common Stock of the Company 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 upon (A) any sale pursuant to a Registration Statement, or (B) any sale in any manner to a person or entity which, by virtue of Section B of this Agreement, is not entitled to the rights provided, or (C) as to any Holder, to the extent that such Holder’s Registrable Shares can be sold without volume limitations pursuant to Rule 144 promulgated under the Securities Act.
Registrable Shares means (i) the shares of Common Stock issued or ------------------ issuable upon conversion of the Shares, (ii) any shares of Common Stock now held or hereafter acquired by the Stockholders and any transferee from a Stockholder permitted pursuant to Section 5.1 hereof (including without limitation any shares acquired by reason of the exercise of any preemptive rights), (iii) any shares of Common Stock issued or issuable upon the conversion of any other securities acquired by the Stockholders pursuant to Section 4 of the Third Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of even date hereof, by and among the Company and the Stockholders, and any transferee thereof permitted pursuant to Section 5.1 hereof, and (iv) any other shares of Common Stock issued in respect of such shares (because of stock splits, stock dividends, reclassifications, recapitalizations, or similar events, and any transferee thereof permitted pursuant to Section 5.1 hereof,); 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 5.1 of this Agreement, is not entitled to the rights provided by this Agreement. Wherever reference is made in this Agreement to a request or consent of holders of a certain percentage of Registrable Shares, the determination of such percentage shall include shares of Common Stock issuable upon conversion of the Shares even if such conversion has not yet been effected.
Examples of Registrable Shares in a sentence
Amneal Group shall only be entitled to offer and sell its Registrable Shares pursuant to a Demand Underwritten Offering if the aggregate amount of Registrable Shares to be offered and sold in such offering by the Participating Amneal Members are reasonably expected to result in aggregate gross proceeds (based on the current market price of the number of Registrable Shares to be sold) of not less than $75 million.
Notwithstanding the foregoing, in the event any Amneal Group Member assigns its rights and obligations under Article V to the purchaser of any Registrable Shares in connection with a PIPE Transaction, such purchaser’s rights under Article V shall survive for one (1) year following the date of such Transfer (provided, that such securities may be sold without restriction under Rule 144 at such time).
The Company represents and warrants to the Holder that the Company is not a party to any agreement that conflicts in any manner with the Holder’s rights to cause the Company to register Registrable Shares pursuant to this Agreement.
Each Amneal Group Member agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any registration statement in which any Registrable Shares held by such Amneal Group Member are being included.
If an Amneal Group Member fails to provide the requested information or execute such documents in connection with such registration as may reasonably be required to effect the registration within five (5) Business Days of the receipt by the Amneal Group Member of such request, the Company shall be entitled to refuse to register such Amneal Group Member’s Registrable Shares in the applicable registration statement.
More Definitions of Registrable Shares
Registrable Shares means (i) the Initial Shares, and (ii) any other securities issued or issuable with respect to the Initial Shares by way of stock dividend, stock split or dividend or distribution in the form of securities or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. As to any particular Registrable Shares, such securities shall cease to be Registrable Shares when (i) 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 pursuant to such registration statement, (ii) such securities shall have been distributed in accordance with Rule 144, (iii) such securities shall have ceased to be outstanding, or (iv) such securities are transferred to any Person that is not an assignee permitted by Section 11.
Registrable Shares means at any time (i) any Shares then outstanding; (ii) any shares of Class A Common Stock then outstanding which were issued as, or were issued directly or indirectly upon the conversion or exercise of other securities issued as, a dividend or other distribution with respect or in replacement of any Shares; and (iii) any shares of Class A Common Stock then issuable directly or indirectly upon the conversion or exercise of other securities which were issued as a dividend or other distribution with respect to or in replacement of any shares referred to in (i) or (ii); provided, however, that Registrable Shares shall not include any shares (a) which have been disposed of pursuant to an effective registration statement under the Securities Act, (b) sold or otherwise transferred in a transaction in which the rights under the provisions of this Agreement have not been assigned, or (c) which have been sold under Rule 144. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Shares whenever such Person has the then-existing right to acquire such Registrable Shares (by conversion or otherwise), whether or not such acquisition actually has been effected.
Registrable Shares means the Warrant Shares and any shares of Common Stock issued or issuable with respect to the Warrant Shares upon any stock split, stock dividend, recapitalization or similar event; provided, however, that shares of Common Stock shall only be registrable pursuant to this Agreement if and so long as they (i) have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, (ii) may not be disposed of pursuant to Rule 144(k) (or any successor provision to such Rule) under the Securities Act as confirmed in a written opinion of counsel to the Company addressed to the Holders of the applicable shares of Common Stock or (iii) have not been 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 shares of Common Stock are removed upon the consummation of such sale and the Company and the seller and purchaser of such shares of Common Stock shall have received an opinion of counsel for the seller, which shall be in form and content reasonably satisfactory to the Company and the seller and purchaser and their respective counsel, to the effect that such shares of Common Stock in the hands of the purchaser are freely transferable without restriction or registration under the Securities Act in any public or private transaction.
Registrable Shares means (i) the shares of Common Stock issued or issuable upon conversion of the Shares, (ii) any shares of Common Stock, and any shares of Common Stock issued or issuable upon the conversion or exercise of any other securities, acquired by the Investors pursuant to Article III of this Agreement or pursuant to the Second Amended and Restated Stockholders’ Agreement of even date herewith among the Company, the Investors and certain other parties thereto, and (iii) 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 (a) upon any sale of such shares pursuant to a Registration Statement or Rule 144 under the Securities Act, (b) upon any sale of such shares in any manner to a person or entity which, by virtue of Section 5.2 is not entitled to the rights provided by this Agreement, or (c) at such time as they become eligible for resale without restriction pursuant to Rule 144(b)(1) under the Securities Act. Wherever reference is made in this Agreement to a request or consent of holders of a certain percentage of Registrable Shares, the determination of such percentage shall include shares of Common Stock issuable upon conversion of the Shares even if such conversion has not been effected at the time of such determination.
Registrable Shares means the shares of Common Stock (or such stock or securities as at the time are receivable upon the exercise of these Warrants) issuable upon exercise of the Warrants and any other warrants and or other securities issued to Trilogy in connection with performing investor relations services for SMVD, and shares or securities issued as a result of stock split, stock dividend or reclassification of such shares.
Registrable Shares means, at any time, (i) the Shares held by the Stockholders and (ii) any securities issued by the Company after the date hereof in respect of clause (i) by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization; provided that Registrable Shares shall not include any and all Shares and other securities referred to in clauses (i) and (ii) that at any time after the date hereof (a) have been sold pursuant to an effective registration statement or Rule 144 under the Securities Act, (b) have been sold in a transaction where a subsequent public distribution of such securities would not require registration under the Securities Act or (c) have been purported to be Transferred in violation of Section 4.01 hereof or to a Person that does not become a Stockholder pursuant to the preamble hereof (or any combination of clauses (a), (b) or (c)).
Registrable Shares means the Shares; provided, however, that a security shall cease to be a Registrable Share upon the earliest to occur of the following: (i) a Resale Registration Statement registering such security under the Securities Act has been declared or becomes effective and such security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Resale Registration Statement, (ii) such security is sold pursuant to Rule 144 under circumstances in which any legend borne by such security relating to restrictions on transferability thereof, under the Security Act or otherwise, is removed by the Company, (iii) such security is eligible to be sold pursuant to Rule 144 without condition or restriction, including without any limitation as to volume of sales, and without the Holder complying with any method of sale requirements or notice requirements under Rule 144, or (iv) such security shall cease to be outstanding following its issuance.