Record Date means, with respect to the Warrants, Series B Preferred Stock or Common Stock, the date fixed for determination of holders of any such securities entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute, by contract or otherwise).
Registrable Securities means any Company Shares (including shares of Common Stock issuable upon exercise of the Warrants or conversion of the Series B Preferred Stock), any Series B Preferred Stock, any Warrants, or any other securities that may be issued or distributed or be issuable or distributable in respect of, or in substitution for, any Warrants, Series B Preferred Stock or Company Shares by way of conversion, exercise, dividend, stock split or other distribution, merger, consolidation, exchange, recapitalization or reclassification or similar transaction, in each case whether now owned or hereafter acquired by a Holder; provided, however, that any such Registrable Securities shall cease to be Registrable Securities to the extent (i) a Registration Statement with respect to the sale of such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of in accordance with the plan of distribution set forth in such Registration Statement, (ii) such Registrable Securities (including any Registrable Securities received upon exercise or conversion of another Registrable Security) then owned by a Holder and its Affiliates could be sold in their entirety on a single day pursuant to Rule 144 without restriction as to volume or manner of sale, (iii) such Registrable Securities are otherwise transferred, the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend and such Registrable Securities may be resold without limitation or subsequent registration under the Securities Act; or (iv) the Registrable Securities have ceased to be outstanding.
Registration means a registration with the Commission of the offer and sale of the Companys securities to the public under a Registration Statement. The term Register shall have a correlative meaning.
Registration Default has the meaning set forth in Section 2.10.
Registration Expenses has the meaning set forth in Section 2.08.
Registration Statement means any registration statement of the Company that covers the offer and sale of Registrable Securities pursuant to the provisions of this Agreement filed with, or to be filed with, the Commission under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all information incorporated by reference in such registration statement.
Representatives means, with respect to any Person, any of such Persons officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.
Requesting Holder(s) means, with respect to a Demand Registration or Shelf Take-Down, as applicable, a Holder (or Holders, as the case may be) that initiated such Registration or Shelf Take-Down, as the case may be, in accordance with the terms and conditions of this Agreement.