PUBLIC RESALE definition

PUBLIC RESALE means a transfer of Registrable Securities pursuant to (A) a bona fide secondary offering registered under the Securities Act effectuated through the exercise by the Purchaser or its permitted transferee of its registration rights as contemplated by Section 2, 3 or 4 of this Agreement or (B) a purchase agreement with a placement agent or group of placement agents that contemplates the immediate resale of securities by such placement agent pursuant to the resale exemption provided by Rule 144A solely to QIBs and other permitted purchasers under Rule 144A or in a transfer permitted by Regulation S, or (C) bona fide "brokers transactions" as permitted by or as otherwise permitted by the exemption from registration of the resale of the shares of Class A Common Stock provided by Rule 144.
Sample 1
PUBLIC RESALE means a Transfer of Notes or shares of Class A Common Stock underlying the Notes pursuant to (A) a bona fide secondary offering registered under the Securities Act effectuated through the exercise by the Initial Purchaser or its permitted transferee of its registration rights as contemplated by Section 2, 3 or 4 of the Registration Rights Agreement or (B) a purchase agreement with a placement agent or group of placement agents that contemplates the immediate resale of securities by such placement agent pursuant to the resale exemption provided by Rule 144A solely to QIBs and other permitted purchasers under Rule 144A or in a Transfer permitted by Regulation S, or (C) bona fide "brokers transactions" as permitted by or as otherwise permitted by the exemption from registration of the resale of the shares of Class A Common Stock underlying the Notes provided by Rule 144.
Sample 1
PUBLIC RESALE means a transfer of Registrable Securities pursuant to (A) a bona fide secondary offering registered under the Securities Act effectuated through the exercise by the Purchaser or its permitted transferee of its registration rights as contemplated by Section 2, 3 or 4 of this Agreement, (B) a purchase agreement with a placement agent or group of placement agents that contemplates the immediate resale of securities by such placement agent or group of placement agents, pursuant to the resale exemption provided by Rule 144A, solely to QIBs and other permitted purchasers under Rule 144A or in a transfer permitted by Regulation S, or (C) bona fide "brokers transactions" as permitted by the exemption from registration of the resale of the shares of Class A Common Stock underlying the Convertible Notes provided by Rule 144.
Sample 1

Examples of PUBLIC RESALE in a sentence

  • SUCH PUBLIC RESALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.

  • THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER AS SET FORTH IN A RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.

  • THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, INCLUDING THE RIGHT OF FIRST REFUSAL OPTION HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION EXERCISE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.

  • THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE, TRANSFER, RIGHT OF REPURCHASE AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.

  • THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE, TRANSFER, RIGHT OF REPURCHASE AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A FOUNDER'S RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.

  • THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, INCLUDING THE RIGHT OF FIRST REFUSAL OPTION HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION EXERCISE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES.

  • THE SETTLEMENT INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SETTLEMENT INTERESTS AND THE ISSUER’S OR PUBCO’S GOVERNANCE DOCUMENTS COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.

  • THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, INCLUDING THE REPURCHASE AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S), AS SET FORTH IN A STOCK OPTION EXERCISE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.

  • THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, INCLUDING THE RIGHTS OF REPURCHASE AND FIRST REFUSAL HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S), AND A MARKET STANDOFF RESTRICTION, AS SET FORTH IN A FOUNDER’S RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.

  • THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER: INCLUDING THE RIGHT OF FIRST REFUSAL HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION EXERCISE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.

Related to PUBLIC RESALE

  • Public Key means the key of a key pair used to verify a digital signature and listed in the Digital Signature Certificate;

  • Exempt Resales The transactions in which the Initial Purchasers propose to sell the Series A Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Act and pursuant to Regulation S under the Act.

  • public regulation means any national, provincial or local government legislation or subordinate legislation, or any licence, tariff, directive or similar authorisation issued by a regulatory authority or pursuant to any statutory authority;

  • Securities Act means the Securities Act of 1933, as amended.

  • Resale means the subsequent sale or lease on a commercial basis, with or without adding value, of a telecommunications service purchased from Cogeco or a Telecommunications Provider.

  • Resale Registration Statement means a registration statement under the Securities Act registering the Securities for resale pursuant to the terms of the Registration Rights Agreement.

  • 1933 Securities Act means the Securities Act of 1933 of the United States, as amended, and the rules and regulations made thereunder, as now in effect or as the same may from time to time be amended, re-enacted or replaced.

  • Public resources means water, fish, and wildlife and in addition means capital improvements of the state or its political subdivisions.

  • Qualified Initial Public Offering means any initial public offering of securities by the Company pursuant to an effective Registration Statement covering the sale of such securities, pursuant to which the Company shall actually receive aggregate net cash proceeds (not subject to any contingencies) equal to no less than $50,000,000.

  • public road means a road as defined by the Road Traffic Xxx 0000;

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

  • Public use means a publicly owned project or a privately owned project that is available for use by the public.

  • Registration Statement means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

  • Private Key means the key of a key pair used to create a digital signature;

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • Rule 144A Letter As defined in Section 5.02(b).

  • Initial Registration Statement means the initial Registration Statement filed pursuant to this Agreement.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Securities Law means the Israeli Securities Law, 5728-1968.

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).

  • Original Registration Statement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. At the time the Registration Statement was or will be originally declared effective and at the time the Company’s most recent annual report on Form 10-K was filed with the Commission, if later, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K the Company will meet the then-applicable requirements for use of Form S-3 under the Securities Act.

  • New Registration Statement has the meaning set forth in Section 2(a).

  • 1933 Act means the Securities Act of 1933, as amended.

  • Securities Financing Transactions Regulation means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;

  • Rule 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.