Resale Securities means the Shares held by any Selling Stockholder and any shares of Common Stock issued as a dividend or other distribution with respect to the Shares held by any Selling Stockholder, excluding (i) Shares that have been registered under any other effective registration statement, (ii) Shares sold or otherwise transferred pursuant to Rule 144 under the Securities Act or otherwise, and (iii) Shares held by any Selling Stockholder if all of such Shares are eligible for sale pursuant to Rule 144 under the Securities Act and could be sold in one transaction in accordance with the volume limitations contained in Rule 144(e)(1) under the Securities Act.
The Buyer shall, however, bear the fees of his own counsel and any transfer taxes or underwriting discounts or commissions applicable to the Resale Securities sold by it pursuant thereto.
The Seller shall also use its best efforts to qualify the Resale Securities for sale in New York and Florida, provided that the Seller shall not be required to file a general consent to service of process in any state pursuant to this sentence.
Selling Stockholders shall not offer or sell any Resale Securities pursuant to the Resale Registration Statement during any Blackout Period.
Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to (i) Resale 7 8 Securities and (ii) Exchange Securities held by Participating Broker-Dealers, to the extent set forth in Section 2(b), and the Registrants shall have no further obligation to register Registrable Securities (other than Resale Securities) pursuant to Section 3.
Resale Securities distributed under an exemption from the prospectus requirement in section 2.1, 2.2, or 2.3 of the Rule are free trading.