Registrable Securities means (a) Common Stock issuable or issued upon conversion of the Preferred Stock, (b) any Common Stock registered in KLIMs name or beneficially owned by KLIM or its Affiliates (or any of its transferees pursuant to Section 3.9), including any Common Stock of the Company issuable or issued upon conversion of any Convertible Security, (c) any Common Stock registered in the name of or beneficially owned by the L1 Holders or their respective Affiliates, so long as they are held by the L1 Holders or their respective Affiliates, (d) 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, such above-described securities, and (e) any Common Stock of the Company issued in respect of the restricted stock units granted to Mark W. Wahlberg (Wahlberg) pursuant to that certain Promotional Agreement, dated March 15, 2019, by and between the Company and Wahlberg (solely the extent such shares of Common Stock are actually issued to Wahlberg and Wahlberg executes and delivers a joinder to this Agreement (in substantially the form set forth on Exhibit A) to the Company). Notwithstanding the foregoing, Registrable Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration statement or Rule 144 or (ii) sold in a private transaction in which the transferors rights under Section 3 of this Agreement are not assigned.
Registrable Securities then outstanding shall be the number of shares of the Common Stock that are Registrable Securities and either (a) are then issued and outstanding or (b) are issuable pursuant to Convertible Securities that are then exercisable or convertible.
Registration Expenses shall mean all expenses incurred by the Company in complying with Sections 3.2, 3.3 or 3.4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and one counsel for the selling Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).
SEC or Commission means the Securities and Exchange Commission.
Shares mean all shares of the Company (including but not limited to all shares of Common Stock issued or issuable upon conversion of Preferred Stock or any Convertible Securities) registered in the name of or beneficially owned individually by each of the Stockholders, owned as of the date hereof or issued to a Stockholder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like).
Securities Act means the Securities Act of 1933.
Selling Expenses means all underwriting discounts and selling commissions applicable to the sale.
Special Registration Statement shall mean (a) a registration statement relating to any employee benefit plan or (b) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (c) a registration related to stock issued upon conversion of debt securities.
subsidiary means, with respect to any Person (the parent) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parents consolidated financial statements if such financial statements were prepared in accordance with U.S. generally accepted accounting principles as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held.
Transfer means any direct or indirect sale, transfer, assignment, gift, bequest, donation, pledge, hypothecation, encumbrance, mortgaging, assignment as collateral, or disposition of all or any portion of a Share by any other means, whether for value or for no value and whether voluntary or involuntary (including by realization upon any encumbrance, by operation of Law or by judgment, levy, attachment, garnishment, Bankruptcy Proceeding or other legal or equitable proceedings). For any Stockholder that is an entity, Transfer shall include the direct or indirect Transfer of equity or beneficial interests in such entity.