Common use of Registrable Shares Clause in Contracts

Registrable Shares. For purposes of this Agreement, "REGISTRABLE SHARES" shall mean the shares of Acquiror Common Stock issued in the Merger, including any and all Escrow Shares, and the shares of Acquiror Common Stock issuable upon the exercise of the Target Warrants assumed by Acquiror pursuant to Section 6.5(d), but excluding shares of Acquiror Common Stock issued in the Merger or issuable upon the exercise of the Target Warrants that have been sold or otherwise transferred by the shareholders of Target who initially received such shares in the Merger or by the holder of the Target Warrants prior to the effective date of the Registration Statement (as defined below) (collectively, the "HOLDERS"); provided however, that a distribution of shares of Acquiror Common Stock issued in the Merger without additional consideration, to underlying beneficial owners (such as the general and limited partners, shareholders or trust beneficiaries of a Holder) shall not be deemed such a sale or transfer for purposes of this Section 6.6 and such underlying beneficial owners shall be entitled to the same rights under this Section 6.6 as the initial Holder from which the Registrable Shares were received and shall be deemed a Holder for the purposes of this Section 6.6.

Registrable Shares. For purposes of this Agreement, "REGISTRABLE SHARES" shall mean the shares of Acquiror Common Stock issued in the Merger, including any and all Escrow Shares, and the shares of Acquiror Common Stock issuable upon the exercise of the Target Warrants assumed by Acquiror pursuant to Section 6.5(d), but excluding shares of Acquiror Common Stock issued in the Merger or issuable upon the exercise of the Target Warrants that have been sold or otherwise transferred by the shareholders stockholders of Target who initially received such shares in the Merger or by the holder of the Target Warrants prior to the effective date of the Registration Statement (as defined below) (collectively, the "HOLDERS"); provided however, that a distribution of shares of Acquiror Common Stock issued in the Merger without additional consideration, to underlying beneficial owners (such as the general and limited partners, shareholders stockholders or trust beneficiaries of a Holder) shall not be deemed such a sale or transfer for purposes of this Section 6.6 and such underlying beneficial owners shall be entitled to the same rights under this Section 6.6 as the initial Holder from which the Registrable Shares were received and shall be deemed a Holder for the purposes of this Section 6.6.

Registrable Shares. For purposes of this Agreement, "REGISTRABLE ------------------ SHARES" shall mean the shares of Acquiror Common Stock issued in the Merger, including any and all Escrow Shares, and the shares of Acquiror Common Stock issuable upon the exercise of the Target Warrants assumed by Acquiror pursuant to Section 6.5(d), but excluding shares of Acquiror Common Stock issued in the Merger or issuable upon the exercise of the Target Warrants that have been sold or otherwise transferred by the shareholders of Target who initially received such shares in the Merger or by the holder of the Target Warrants prior to the effective date of the Registration Statement (as defined below) (collectively, the "HOLDERS")) and excluding shares of Acquiror Common Stock issuable upon exercise of Target Options (the issuance of which will be registered on Form S- 8); provided however, that a distribution of shares of Acquiror Common Stock issued in the Merger without additional consideration, to underlying beneficial owners (such as the general and limited partners, shareholders or trust beneficiaries of a Holder) shall not be deemed such a sale or transfer for purposes of this Section 6.6 and such underlying beneficial owners shall be entitled to the same rights under this Section 6.6 as the initial Holder from which the Registrable Shares were received and shall be deemed a Holder for the purposes of this Section 6.6.

Registrable Shares. For purposes of this Agreement, "REGISTRABLE SHARES" “Registrable Shares” shall mean the shares of Acquiror Common Stock issued in the Merger, including any and all Escrow Shares, and the shares of Acquiror Common Stock issuable upon the exercise of the Target Warrants assumed by Acquiror pursuant to Section 6.5(d), but excluding shares of Acquiror Common Stock issued in the Merger or issuable upon the exercise of the Target Warrants that have been sold or otherwise transferred without the consent of Acquiror (which shall not be unreasonably withheld) by the shareholders stockholders of Target who initially received such shares in the Merger or by the holder of the Target Warrants prior to the effective date of the Registration Statement (as defined below) (collectively, the "HOLDERS"“Holders”) and excluding shares of Acquiror Common Stock issuable upon exercise of Target Options (the issuance of which will be registered on Form S-8); provided however, that a distribution of shares of Acquiror Common Stock issued in the Merger without additional consideration, to underlying beneficial owners (such as the general and limited partners, shareholders stockholders or trust beneficiaries of a Holder) shall not be deemed such a sale or transfer for purposes of this Section 6.6 and such underlying beneficial owners shall be entitled to the same rights under this Section 6.6 as the initial Holder from which the Registrable Shares were received and shall be deemed a Holder Holders for the purposes of this Section 6.6.

Registrable Shares. For purposes of this Agreement, ------------------ "REGISTRABLE SHARESRegistrable Shares" shall mean the shares of Acquiror Common Stock issued in the Merger, including any and all Escrow Shares, and the shares of Acquiror Common Stock issuable upon the exercise of the Target Warrants assumed by Acquiror pursuant to Section 6.5(d), but excluding shares of Acquiror Common Stock issued in the Merger or issuable upon the exercise of the Target Warrants that have been sold or otherwise transferred without the consent of Acquiror (which shall not be unreasonably withheld) by the shareholders stockholders of Target who initially received such shares in the Merger or by the holder of the Target Warrants prior to the effective date of the Registration Statement (as defined below) (collectively, the "HOLDERSHolders") and excluding shares of Acquiror Common Stock issuable upon exercise of Target Options (the issuance of which will be registered on Form S-8); provided however, that a distribution of shares of Acquiror Common Stock issued in the Merger without additional consideration, to underlying beneficial owners (such as the general and limited partners, shareholders stockholders or trust beneficiaries of a Holder) shall not be deemed such a sale or transfer for purposes of this Section 6.6 and such underlying beneficial owners shall be entitled to the same rights under this Section 6.6 as the initial Holder from which the Registrable Shares were received and shall be deemed a Holder Holders for the purposes of this Section 6.6.

Registrable Shares. For purposes of this Agreement, "REGISTRABLE SHARES" “Registrable Shares” shall mean the shares of Acquiror Common Stock issued in the Merger, including the Merger Shares and any and all Escrow Shares and Earn Out Shares, and the shares of Acquiror Common Stock issuable upon the exercise of the Target Warrants assumed by Acquiror pursuant to Section 6.5(d), but excluding shares of Acquiror Common Stock issued in the Merger or issuable upon the exercise of the Target Warrants that have been sold or otherwise transferred without the consent of Acquiror (which shall not be unreasonably withheld) by the shareholders stockholders of Target who initially received such shares in the Merger or by the holder of the Target Warrants prior to the effective date of the Registration Statement (as defined below) (collectively, the "HOLDERS"“Holders”); provided provided, however, that a distribution of shares of Acquiror Common Stock issued in the Merger without additional consideration, to underlying beneficial owners (such as the general and limited partners, shareholders stockholders or trust beneficiaries of a Holder) shall not be deemed such a sale or transfer for purposes of this Section 6.6 and such underlying beneficial owners shall be entitled to the same rights under this Section 6.6 as the initial Holder from which the Registrable Shares were received and shall be deemed a Holder Holders for the purposes of this Section 6.6.

Registrable Shares. For purposes of this Agreement, Agreement ------------------ "REGISTRABLE SHARESRegistrable Shares" shall mean the shares of Acquiror Common Stock issued in the Merger, including any and all Escrow Shares, and the shares of Acquiror Common Stock issuable upon the exercise of the Target Warrants assumed by Acquiror pursuant to Section 6.5(d), but excluding shares of Acquiror Common Stock issued in the Merger or issuable upon the exercise of the Target Warrants that have been sold or otherwise transferred by the shareholders of Target who initially received such shares in the Merger or by the holder of the Target Warrants prior to the effective date of the Registration Statement (as defined below) (collectively, the "HOLDERSHolders") and excluding shares of Acquiror Common Stock issuable upon exercise of Target Options (the issuance of which has been registered on Form S-8); provided provided, however, that a distribution of shares of Acquiror Common Stock issued in the Merger without additional consideration, to underlying beneficial owners (such as the general and limited partners, shareholders or trust beneficiaries of a Holder) shall not be deemed such a sale or transfer for purposes of this Section 6.6 7 and such underlying beneficial owners shall be entitled to the same rights under this Section 6.6 7 as the initial Holder from which the Registrable Shares were received and shall be deemed a Holder for the purposes of this Section 6.67; and provided further that, in the case of Elbit Limited, the sale or transfer of the Acquiror Common Stock issued in the Merger by operation of law in a transaction in which all of the outstanding equity interests of Elbit are acquired by another party shall not be deemed such a sale or transfer and such party shall be entitled to the same rights under this Section 7 as Elbit Limited and shall be deemed a Holder for the purposes of this Section 7.

Registrable Shares. For purposes of this Agreement, "REGISTRABLE ------------------ SHARES" shall mean the shares of Acquiror Common Stock issued in the Merger; provided, including any and all Escrow Shareshowever, and that Registrable Shares shall not include: (i) eighty-five -------- ------- percent (85%) of the shares of Acquiror Common Stock issuable upon issued to each of Xxx Xxxxxx and Xxxx Xxxxx in the exercise of the Target Warrants assumed by Acquiror pursuant to Section 6.5(d)Merger, but excluding (ii) shares of Acquiror Common Stock issued in the Merger or issuable upon the exercise of the Target Warrants that have been sold or otherwise transferred by the shareholders of Target who initially received such shares in the Merger or by the holder of the Target Warrants prior to the effective date of the Registration Statement (as defined below) (collectively, the "HOLDERS"), and (iii) shares of Acquiror Common Stock issuable upon exercise of Target Options; provided however, that a distribution of shares of Acquiror Common Stock issued in the Merger without additional consideration, to underlying beneficial owners (such as the general and limited partners, shareholders or trust beneficiaries of a Holder) shall not be deemed such a sale or transfer for purposes of this Section 6.6 7 and such underlying beneficial owners shall be entitled to the same rights under this Section 6.6 7 as the initial Holder from which the Registrable Shares were received and shall be deemed a Holder for the purposes of this Section 6.67.

Registrable Shares. For purposes of this Agreement, "REGISTRABLE SHARES" shall mean the shares of Acquiror Common Stock issued in the Merger, including any and all Escrow Shares, and the shares of Acquiror Common Stock issuable upon the exercise of the Target Warrants assumed by Acquiror pursuant to Section 6.5(d), but excluding shares of Acquiror Common Stock issued in the Merger or issuable upon the exercise of the Target Warrants that have been sold or otherwise transferred by the shareholders stockholders of Target who initially received such shares in the Merger or by the holder of the Target Warrants prior to the effective date of the Registration Statement (as defined below) (collectively, the "HOLDERS") and excluding shares of Acquiror Common Stock issuable upon exercise of Target Options (the issuance of which will be registered on Form S-8); provided howeverPROVIDED, HOWEVER, that a distribution of shares of Acquiror Common Stock issued in the Merger without additional consideration, to underlying beneficial owners (such as the general and limited partners, shareholders stockholders or trust beneficiaries of a Holder) shall not be deemed such a sale or transfer for purposes of this Section 6.6 and such underlying beneficial owners shall be entitled to the same rights under this Section 6.6 as the initial Holder from which the Registrable Shares were received and shall be deemed a Holder Holders for the purposes of this Section 6.6.

Registrable Shares. For purposes of this Agreement, "“REGISTRABLE SHARES" ” shall mean the shares of Acquiror Common Stock issued in the Merger; provided, including any and all Escrow Shareshowever, and the shares of Acquiror Common Stock issuable upon the exercise of the Target Warrants assumed by Acquiror pursuant to Section 6.5(d), but excluding that Registrable Shares shall not include shares of Acquiror Common Stock issued in the Merger or issuable upon the exercise of the Target Warrants that have been sold or otherwise transferred by the shareholders of Target who initially received such shares in the Merger or by the holder of the Target Warrants prior to the effective date of the Registration Statement (as defined below) (collectively, the "holders of Registrable Shares collectively hereinafter referred to as the “HOLDERS"”); provided further however, that a distribution of shares of Acquiror Common Stock issued in the Merger without additional consideration, to underlying beneficial owners (such as the general and limited partners, shareholders or trust beneficiaries of a Holder, or the heirs or legal representative upon death of a Holder) shall not be deemed such a sale or transfer for purposes of this Section 6.6 5 and such underlying beneficial owners owners, heirs or legal representatives shall be entitled to the same rights under this Section 6.6 5 as the initial Holder from which the Registrable Shares were received and shall be deemed a Holder for the purposes of this Section 6.65.

Registrable Shares. For purposes of this Agreement, "REGISTRABLE ------------------ SHARES" shall mean the shares of Acquiror Common Stock issued in the Merger, including any and all Escrow Shares, and the shares of Acquiror Common Stock issuable upon the exercise of the Target Warrants assumed by Acquiror pursuant to Section 6.5(d), but excluding shares of Acquiror Common Stock issued in the Merger or issuable upon the exercise of the Target Warrants that have been sold or otherwise transferred by the shareholders of Target who initially received such shares in the Merger or by the holder of the Target Warrants prior to the effective date of the Registration Statement (as defined below) (collectively, the "HOLDERS") and excluding shares of Acquiror Common Stock issuable upon exercise of Target Options (the issuance of which will be registered on Form S-8); provided however, that a distribution of shares of Acquiror Common Stock issued in the Merger without additional consideration, to underlying beneficial owners (such as the general and limited partners, shareholders or trust beneficiaries of a Holder) shall not be deemed such a sale or transfer for purposes of this Section 6.6 7 and such underlying beneficial owners shall be entitled to the same rights under this Section 6.6 7 as the initial Holder from which the Registrable Shares were received and shall be deemed a Holder for the purposes of this Section 6.67; and provided further that, in the case of Elbit Limited, the sale or transfer of the Acquiror Common Stock issued in the Merger by operation of law in a transaction in which all of the outstanding equity interests of Elbit are acquired by another party shall not be deemed such a sale or transfer and such party shall be entitled to the same rights under this Section 7 as Elbit Limited and shall be deemed a Holder for the purposes of this Section 7.