Registration Stock definition

Registration Stock means any Securities or any other shares of Common Stock, Class B Preferred Stock or other securities received by holders of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event; provided, however, that Registration Stock shall not include any Securities or such other securities disposed of pursuant to one or more registration statements under the Securities Act, or which have been sold pursuant to Rule 144 (as previously defined) or which have otherwise been sold without registration under the Securities Act. For purposes of this Section 8, any record holder of securities convertible into Registration Stock (or exercisable for or payable in Registration Stock) shall be deemed to be the holder of the Registration Stock issuable upon such conversion and/or exercise and/or payment.
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Registration Stock means (i) the Shares and (ii) any Common Stock of the Company 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 for or in replacement of the Shares, excluding in all cases, however, any Registration Stock sold by a person in a transaction in which such person's rights under this Agreement are not assigned.
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Registration Stock means: (1) any shares of Common Stock issued upon exercise of this Warrant and the shares of Common Stock issuable upon exercise of this Warrant or other securities issued or issuable upon exercise or conversion in whole or in part of the Shares or this Warrant and (2) any shares of Common Stock or other securities issued in respect of any such securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event; provided, however, that Registration Stock shall not include any such shares or securities disposed of pursuant to one or more registration statements under the Securities Act or shares or securities freely tradable pursuant to Rule 144(k) under the Securities Act or that cease to be outstanding. Any record holder of securities convertible into or exercisable for the purchase of Registration Stock or exercisable for securities which are convertible into Registration Stock shall be deemed to be the holder of the Registration Stock issuable upon such exercise or conversion.
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Examples of Registration Stock in a sentence

  • Such holders shall have the right, by giving written notice to the Company within 30 days from receipt of the Company's notice, to elect to have included in such registration such of their Registration Stock as such holders may request in such notice of election.

  • The Company shall be obligated to cause to become effective one registration statement pursuant to which Registration Stock is sold under this Section 8.2(a).

  • The Company will, at the request of any holder of Registration Stock, advise such holder in writing as to whether all reports required to be filed by the Company under Section 13 of the Exchange Act during the 12 months preceding such request (or for such shorter period as the Company was required to file such reports) have been filed, and any other information which the holder may reasonably require in order to comply with Rule 144, or any other comparable rule, as then in effect.

  • Except as otherwise provided herein, the terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns (including a transferee of the Registration Stock).

  • The Company shall not grant any registration rights or register any securities for the account of any person other than holders of Registration Stock unless permitted to do so by the written consent of the holders of not less than 67% of the Registration Stock (such securities being the "Subordinate Shares").

  • The Company further agrees and the selling shareholder shall agree that, in connection with any underwritten public offering, the Company also will enter into customary contribution arrangements with the selling holders of Registration Stock and the underwriters or broker-dealers through whom the Registration Stock may be sold, with respect to situations in which indemnification is potentially unavailable.

  • Holder shall bear all expenses incurred directly in connection with the registration, filing or qualification of the Registration Stock requested under Section 3, including all registration, filing and qualification fees, printers' and accounting fees and fees and disbursements of counsel for the Company.

  • The Company shall not be required to effect more than one Demand Registration in the aggregate for all Holders of Warrants and all holders of Registration Stock.

  • In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registration Stock of Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

  • The Company further agrees that, in connection with any underwritten public offering, it also will enter into customary contribution arrangements with the selling holders of Registration Stock any underwriters or broker-dealers through whom the Registration Stock may be sold, with respect to situations in which indemnification is potentially unavailable.


More Definitions of Registration Stock

Registration Stock means the Conversion Shares (as defined in Section 1.4), and any shares of Common Stock issued in respect of the Preferred Stock or the Conversion Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event; provided, however, that Registration Stock shall not include any such -------- ------- shares disposed of pursuant to one or more registration statements under the Securities Act, or which have been sold pursuant to Rule 144 under the Securities Act or which have otherwise been sold without registration under the Securities Act. For purposes of this Section 8, any record holder of securities convertible into Registration Stock (or exercisable for securities which are convertible into Registration Stock) shall be deemed to be the holder of the Registration Stock issuable upon such exercise and/or conversion.
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Registration Stock means: (A) any shares of Common Stock or other securities issued or issuable upon exercise in whole or in part of the Warrants or upon conversion in whole or in part of the Notes and (B) any shares of Common Stock or other securities issued in respect of any such securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event; provided, however, that Registration Stock shall not include any such shares disposed of pursuant to one or more registration statements under the Act or pursuant to Rule 144 under the Act. For purposes of this Section 5, any record holder of at least 20% of the securities originally acquired by any Investor hereunder which are either convertible into or exercisable for the purchase of Registration Stock or exercisable for securities which are convertible into Registration Stock shall be deemed to be the holder of the Registration Stock issuable upon such exercise and/or conversion.
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Registration Stock means (i) any Purchase Shares delivered by Buyer in payment of the Purchase Note or the Additional Note, which Purchase Shares, when issued, are restricted securities for purposes of Rule 144 of the Commission under the Securities Act and (ii) any shares of Common Stock or other securities issued in respect of any such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event; provided, however, that Registration Stock shall not include any such shares disposed of pursuant to one or more registration statements under the Securities Act or pursuant to Rule 144 of the Commission under the Securities Act.
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Registration Stock shall -------------------------------- mean the shares of Common Stock of the Company then owned by the Executive; provided, however, that Registration Stock shall not include any such shares -------- ------- which are then freely transferable under the Securities Act.
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Registration Stock means the all of those Shares designated by any Subscriber pursuant Section 5(d) as includable in the registration to be made by the Corporation hereunder.
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Related to Registration Stock

  • 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.

  • Registration decal means an adhesive sticker produced by the department and issued by the

  • 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.

  • 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.

  • Registration Statement means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

  • 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.

  • Offering Shares means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a "selling stockholder" thereunder.

  • Registration Rights means the rights of the Holders to cause the Company to Register Registrable Securities pursuant to this Agreement.

  • 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.

  • Registration Filing Date means the date that is sixty (60) calendar days after the Effective Date.

  • 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.

  • Registration Books means the records maintained by the Trustee pursuant to Section 2.08 for the registration and transfer of ownership of the Bonds.

  • Exchange Registration shall have the meaning assigned thereto in Section 3(c) hereof.

  • Registration Rights Agreements means that certain Registration Rights Agreement dated as of the Closing Date by and between the Parent and Laurus and each other registration rights agreement by and between the Parent and Laurus, as each of the same may be amended, modified and supplemented from time to time.

  • Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.

  • Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.

  • Resale Registration Statement means a registration statement under the Securities Act registering the Securities for resale pursuant to the terms of the Registration Rights Agreement.

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

  • Original Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.

  • 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.

  • S-3 Registration has the meaning set forth in Section 4 hereof.

  • IPO Registration Statement means the Registration Statement on Form S-1 (File No. 333-196099), as amended, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Partnership’s initial public offering of such Common Units to the public.

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • registration refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

  • Exchange and Registration Rights Agreement means (i) the Exchange and Registration Rights Agreement dated the Issue Date among the initial purchasers named therein and the Company, as the same may be amended, supplemented or modified from time to time and (ii) any similar exchange and/or registration rights agreement entered into with respect to any Additional Securities, as any such agreement may be amended, supplemented or modified from time to time.