Registrable Note definition

Registrable Note means any Senior Note which shall be deemed a "Registrable Security" for purposes of the Registration Rights Agreement.
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Registrable Note. Each Note, upon original issuance thereof and at all times subsequent thereto, until, in the case of any such Note, (i) the date on which it has been exchanged by a person other than a broker-dealer for a New Note in the Exchange Offer, (ii) the date on which it has been effectively registered pursuant to the Securities Act and disposed of in accordance with the Shelf Registration Statement, (iii) it has been distributed to the public pursuant to Rule 144 under the Securities Act or (iv) after the expiration date of the holding period applicable to sale of such Note pursuant to Rule 144(k) (or any similar provisions then in effect).
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Registrable Note means each Note; provided, however, that such Note shall cease to be a Registrable Note (i) when a Registration Statement with respect to such Note shall have been declared effective under the 1933 Act and such Note shall have been disposed of or exchanged for an Exchange Note pursuant to such Registration Statement, (ii) when such Note has been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act or is saleable pursuant to Rule 144(k) under the Securities Act (or is otherwise eligible for resale pursuant to Rule 144 or any successor provision) under the Securities Act without volume restriction, if any, or (iii) when such Note shall have ceased to be outstanding.
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Examples of Registrable Note in a sentence

  • All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

  • The Company shall promptly notify the Trustee of any of its obligations under this Section 5 and all obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Registrable Note at the time such security ceases to be a Registrable Note shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

  • Parent shall maintain the effectiveness of such Registration Statement for the shorter of twelve months or until all Registrable Note Shares issued upon conversion, are sold.

  • The securities entitled to the benefits of this Agreement are the Registrable Note Securities and the Registrable Option Securities (collectively, the "Registrable Securities").

  • Each Holder, by his acceptance of any Registrable Note, agrees that during any Delay Period, each Holder will discontinue disposition of such Notes or Exchange Notes covered by such Registration Statement or Prospectus or Exchange Notes to be sold by such Holder or Participating Broker-Dealer, as the case may be and further agrees that it shall hold in confidence the existence of any Delay Period.

  • The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of Holders of not less than a majority in interest of each of the A-1 Registrable Note Shares, the A-2 Registrable Note Shares and the Registrable Warrant Shares (voting together as a single group).

  • The Company shall use its reasonable best efforts to accept in the Exchange Offer tenders of any Registrable Note that has had its restrictive legend removed at the Company’s direction (i) in response to the request of the Holder thereof or (ii) in connection with a transfer of such Registrable Note.

  • After the exercise of three demand registrations pursuant to Section 2.1(a), the Holders of Registrable Note Shares shall be entitled to one additional registration of Registrable Note Shares by Parent on Form S-3 or Form S-1 if Form S-3 is not then available to Parent.

  • In the event that any Registrable Note is held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to Company, be treated as the Holder of such Registrable Note for purposes of any request or other action by any Holder or Holders pursuant to this Agreement or any determination of the number or percentage of principal amount of Registrable Notes held by any Holder or Holders contemplated by this Agreement.

  • The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Note for resale by the Holders thereof in the manner or manners designated by them (including, without limitation, one or more underwritten offerings).

Related to Registrable Note

  • Registrable Notes Each Note upon its original issuance and at all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, until, in each case, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private Exchange Note has been declared effective by the SEC and such Note, Exchange Note or such Private Exchange Note, as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes that may be resold without restriction under state and federal securities laws, (iii) such Note, Exchange Note or Private Exchange Note, as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or Private Exchange Note, as the case may be, may be resold without restriction pursuant to Rule 144(k) (as amended or replaced) under the Securities Act.

  • 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 Amount means an amount of Registrable Securities having an aggregate value of at least $200,000,000 (based on the anticipated offering price (as determined in good faith by the Requesting Shareholders)).

  • Registrable Shares means (i) the Warrant Shares, and (ii) 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 (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 13 of this Warrant, is not entitled to the rights provided by this Warrant.

  • 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.

  • 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.

  • Initial Registrable Securities means (i) the Common Shares issued or issuable upon conversion of the Notes issued pursuant to the terms of the Securities Purchase Agreement, and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, or the Notes as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on conversion of the Notes.

  • Registrable Security means (a) the Founder Shares and the shares of Common Stock issued or issuable upon the conversion of the Founder Shares, (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of the 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, (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 $1,500,000 made to the Company by a Holder (including the Working Capital Warrants and shares of Common Stock issued or issuable upon the exercise of the Working Capital Warrants) and (e) any other equity security of the Company issued or issuable with respect to any such share 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.

  • Other Registrable Securities means (i) any Common Equity held (directly or indirectly) by any Other Holders or any of their Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Registrable IP means all patents, patent applications, statutory invention registrations, registered trademarks, registered service marks, registered Internet domain names and copyright registrations.

  • Shelf Registrable Securities has the meaning set forth in Section 1(d)(i).

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

  • Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • 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.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • 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.

  • Existing Holder means a Broker-Dealer, or any such other Person that may be permitted by the Trust, that is listed as the holder of record of APS in the Share Books.

  • Restricted Securities shall have the meaning specified in Section 2.05(c).

  • Withdrawn Registration means a forfeited demand registration under Section 2.1 in accordance with the terms and conditions of Section 2.4.

  • Shelf Holder means any Holder that owns Registrable Securities that have been registered on a Shelf Registration Statement.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement.

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.

  • Requesting Holder shall have the meaning given in subsection 2.1.1.