Registrable Common means (a) the Initial Merger Shares and (b) any other securities issued as (or issuable upon the conversion or exercise of any warrant, right, option or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the Initial Merger Shares; provided, however, that any such Registrable Common shall cease to be Registrable Common when (i) a Registration Statement with respect to the sale of such Registrable Common has been declared effective under the Securities Act and such securities have been disposed of in accordance with the plan of distribution set forth in such Registration Statement, (ii) such shares are disposed of pursuant to Rule 144 (or any similar provisions then in force) under the Securities Act, (iii) such Registrable Common shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer under the Securities Act shall have been delivered by the Company and they may be resold without subsequent registration or qualification under the Securities Act or any state securities laws then in force, or (iv) such securities shall cease to be outstanding; provided, further, that any securities that have ceased to be Registrable Common cannot thereafter become Registrable Common, and any security that is issued or distributed in respect to securities that have ceased to be Registrable Common shall not be Registrable Common.
Registrable Common means any shares of Common Stock issued or issuable upon conversion of the Shares pursuant to the Transaction Documents, and any shares of Common Stock issuable upon the exercise of the Remaining Warrants, together with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that Registrable Common will not include any shares, the sale of which has been registered pursuant to the Securities Act or which have been or could be sold to the public pursuant to Rule 144 promulgated by the Commission under the Securities Act without restriction under the volume limitations of Rule 144.
Registrable Common means at any time (i) any shares of Common then outstanding which were issued upon conversion of Preferred; and (ii) any shares of Common then issuable upon conversion of then outstanding Preferred; and (iii) any shares of Common 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 to, or in replacement of, Preferred or other Registrable Common; (iv) any shares of Common then issuable directly or indirectly upon the conversion or exercise of other Securities issued as a dividend or other distribution with respect to, or in replacement of, Preferred or other Registrable Common, and (v) any shares of Common then outstanding which were issued upon exercise of any Warrant, and any shares of Common then issuable upon exercise of any Warrant. For purposes of determining the equivalent of a given amount of Registrable Common, a person will be deemed to be the holder of Registrable Common then issuable but not actually issued whenever such person has the then-existing right (by conversion or otherwise) to acquire such Registrable Common, even though such acquisition has not actually been effected.
Examples of Registrable Common in a sentence
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, it being understood that subsequent Holders of the Registrable Common Stock are intended third party beneficiaries hereof.
All Registrable Common Stock held by or acquired by any Affiliated Persons will be aggregated together for the purpose of determining the availability of any rights under this Agreement.
Each such notice shall describe the manner of the proposed transfer and shall be accompanied by an opinion of counsel experienced in federal securities laws matters and reasonably acceptable to the company and its counsel to the effect that the proposed transfer may be effected without registration under the Securities Act, whereupon, the holder of such Registrable Common Stock shall be entitled to transfer such securities in accordance with the terms of its notice and such opinion.
The Company may impose stop-transfer instructions with respect to the shares of Registrable Common Stock (or other securities) subject to the foregoing restriction until the end of said period.
If the beneficial owner of any Registrable Common Stock so elects, the Company may require assurances reasonably satisfactory to it of such owner’s beneficial ownership of such Registrable Common Stock.
More Definitions of Registrable Common
Registrable Common means (a) any shares of Common Stock issued or issuable upon exercise of the Warrants, and (b) any share of Common Stock issued as a dividend, stock split, reclassification, recapitalization or other distribution with respect to or in exchange for or replacement of the Warrants or any shares of Common Stock issuable upon exercise of the Warrants. Registrable Common does not include shares of Common Stock (x) that have been effectively registered under the Securities Act and sold by a Holder in accordance with that registration, (y) that have been sold by a Holder under Rule 144, or (z) for which registration under the Securities Act is no longer required for the immediate public distribution of as a result of the provisions of Rule 144.
Registrable Common means (a) any shares of Common Stock held by any of the Existing Stockholders as of the date hereof, (b) any shares of Common Stock which have been issued or are issuable upon the conversion of the Preferred Stock, (c) any shares of Common Stock which have been issued or are issuable upon exercise of the Warrant and (d) any shares of Common Stock issued as a dividend, stock split, reclassification, recapitalization or other distribution with respect to or in exchange for replacement of any of the preceding; provided, however, that shares of Common Stock will no longer be Registrable Common (i) when they have been registered under the Securities Act and sold by the Holder thereof in accordance with such registration, (ii) when they have been sold by the Holder pursuant to Rule 144 or (iii) the later of (A) the two-year anniversary of the date hereof or (B) the date when registration under the Securities Act would no longer be required for the immediate public sale of all of such shares of Common Stock as a result of the provisions of Rule 144.
Registrable Common means (a) any shares of Common then outstanding which were issued upon conversion of Preferred; (b) any shares of Common then issuable upon conversion of then-outstanding Preferred; (c) any shares of Common then outstanding which were issued as, or were issued directly or indirectly upon the conversion of other Securities issued as, a dividend or other distribution with respect to, or in replacement of, Preferred or other Registrable Common; (d) any shares of Common then issuable directly or indirectly upon the conversion or exercise of other Securities issued as a dividend or other distribution with respect to, or in replacement of, Preferred or other Registrable Common; and (e) any other shares of Common then outstanding which are issued in the name of a Holder or a permitted assignee of a Holder (provided such assignee has become party to this Agreement in accordance with Section 12 below); provided, however, that outstanding shares of Common shall no longer be Registrable Common when they shall have been (i) effectively registered under the Securities Act and sold by the holder thereof in accordance with such registration, or (ii) sold to the public pursuant to Rule 144.
Registrable Common means any shares of Common Stock issued to the Holder pursuant to a Subscription Agreement, including any shares of Common Stock issued as a dividend, stock split, reclassification, recapitalization or other distribution with respect to or in exchange for replacement of the preceding; provided, however, that Registrable Common will not include any shares, the sale of which has been registered pursuant to the Securities Act or which have been or could be sold to the public pursuant to Rule 144 promulgated by the Commission under the Securities Act without restriction under the volume limitations of Rule 144.
Registrable Common means (a) any shares of Public Company Common Stock which have been issued or are issuable upon the conversion of the Public Company Preferred Stock, (b) any shares of Public Company Common Stock which have been issued in the Reorganization in exchange for Series A Preferred Stock or Common Stock which was issued upon the conversion of the Series A Preferred Stock, (c) any shares of Public Company Common Stock held by any Holder, and (d) any share of Public Company Common Stock issued as a dividend, stock split, reclassification, recapitalization or other distribution with respect to or in exchange for or replacement of any Registrable Common; provided, however, that shares of Public Company Common Stock shall no longer be Registrable Common (i) when they shall have been effectively registered under the Securities Act and sold by the Holder thereof in accordance with such registration or sold by the Holder pursuant to Section 4(1) of the Securities Act or Rule 144, or (ii) when registration under the Securities Act would no longer be required for the immediate public distribution of such shares of Public Company Common Stock as a result of the provisions of Rule 144.
Registrable Common means (a) any shares of Common Stock which ------------------ have been issued or are issuable upon the conversion of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred or Series E Preferred, (b) any shares of Common Stock which have been issued or are issuable upon exercise of the Warrants, the Series C Warrant, the Series E Warrant or the Bridge Loan Warrant, (c) any shares of Common Stock which have been issued or are issuable upon conversion of the convertible promissory note issued to Sony Electronics, Inc. ("Sony") on or about Xxxxx 00, 0000, (x) any shares of Common Stock which have been issued or are issuable upon conversion of any promissory notes or exercise of any warrants issued under that certain Note and Warrant Purchase Agreement dated on or about May 19, 2000 by and between the Company and the investors named therein, and (e) any share of Common Stock issued as a dividend, stock split, reclassification, recapitalization or other distribution with respect to or in exchange for replacement of any Registrable Common, and, and, provided, however, that shares of Common Stock shall no longer be Registrable Common when they shall have been effectively registered under the Securities Act and sold by the Holder thereof in accordance with such registration or sold by the Holder pursuant to Rule 144.
Registrable Common means shares of Pentegra Common Stock that are (i) issuable to each Stockholder pursuant to that certain Exchange Agreement between such Stockholder and Pentegra dated August ___, 1997, or (ii) issued to other stockholders of Pentegra pursuant to acquisitions conducted prior to or after the date hereof, and that, as of the time of determination, have presently exercisable registration rights pursuant to the terms of this Agreement or a similar agreement (the "Other Registration Rights Agreements") and shall include any additional shares of Pentegra Common Stock issued or distributed in respect of any such shares by way of stock dividend or distribution or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise. For purposes of this Agreement and the Other Registration Rights Agreements, shares of Registrable Common will cease to be Registrable Common when and to the extent that (i) a registration statement covering such shares has been declared effective under the Securities Act and such shares have been disposed of pursuant to such effective registration statement, (ii) such shares are distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or (iii) such shares have been otherwise transferred to a party that is not an affiliate of the transferring stockholder and new certificates for such shares of Registrable Common not bearing a legend restricting further transfer shall have been delivered by Pentegra.