Second Closing Registrable Securities definition

Second Closing Registrable Securities means, as of any date of determination: (a) all of the Conversion Shares then issued and issuable upon conversion in full of the Second Notes; (b) all of the Warrant Shares then issued and issuable upon exercise in full of the Second Warrants; (c) all of the Second Closing Inducement Shares and (d) any securities issued or then issuable upon any antidilution provisions, stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such securities shall cease to be Second Closing Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as: (i) a Registration Statement with respect to the sale of such Second Closing Registrable Securities is declared effective by the Commission under the Securities Act and such Second Closing Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (ii) such Second Closing Registrable Securities have been sold in accordance with Rule 144 and the Company has delivered certificates representing such securities that no longer bear a legend and/or for which the Transfer Agent has not instituted a stop order restricting further transfer, or (iii) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise or conversion of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company).
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Second Closing Registrable Securities means the Call Shares, the Warrant Shares issued or issuable pursuant to the Second Closing Warrants and the Aggregate Incremental Warrant Shares issued or issuable pursuant to the Call Exercise Warrants (if any), together with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.
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Examples of Second Closing Registrable Securities in a sentence

  • In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor and the amount of any damages such holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities, Second Closing Registrable Securities or Additional Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Beginning on the Second Closing Date, until the Registration Statement with respect to the Second Closing Registrable Securities is declared effective by the Commission, the Company shall not enter into any agreement granting any registration rights with respect to any of its securities to any Person without the written consent of the Majority Holders.

  • This Agreement and all the rights and obligations of the Investor hereunder may not be assigned or transferred to any transferee or assignee except to an affiliate or permitted transferee of an Investor who is a subsequent holder of any Registrable Securities, Second Closing Registrable Securities or Additional Registrable Securities.

  • This Agreement and all the rights and obligations of the Investors hereunder may not be assigned or transferred to any transferee or assignee except to an affiliate or permitted transferee of an Investor who is a subsequent holder of any Registrable Securities, Second Closing Registrable Securities or Additional Registrable Securities.

  • As promptly as possible after the Second Closing Date, and in any event on or prior to the Second Filing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Second Closing Registrable Securities, for an offering to be made on a continuous basis pursuant to Rule 415.

  • The Registration Statement shall be filed on Form S-3 (unless the Company is not eligible at such time to register the Second Closing Registrable Securities on Form S-3, in which case it shall be on Form S-1) and shall contain (except if otherwise directed by the Call Investors or requested by the SEC) the “Plan of Distribution” in substantially the form attached hereto as Exhibit D.

Related to Second Closing Registrable Securities

  • 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.

  • Registrable Shares means (i) the Common Stock issuable or issued upon conversion pursuant to Section 2.5 of this Agreement, and (ii) any Common Stock or other securities issued or issuable in respect of shares referenced in (i) above, upon any stock split, stock dividend, recapitalization, or similar event; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which such Person's rights under this Section 10 are not assigned.

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

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Registrable Security means (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants (including any shares of the Common Stock issued or issuable upon the exercise of any such 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 or purchased in the IPO or at any time thereafter, (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 $2,000,000 made to the Company by a Holder, and (e) any other equity security of the Company issued or issuable with respect to any such shares 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.

  • Piggy-Back Registration is defined in Section 2.2.1.

  • 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.