Resale Shares definition

Resale Shares also includes any securities issued or issuable with respect to any of the Resale Shares by way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise; and (y) the term “Resale Registration Statement” includes (A) any registration statements filed by New Jazz under the Securities Act in furtherance of satisfying its obligations under the Azur Rights Agreement and (B) any amendments or supplements to any of such registration statements or the prospectuses included therein.

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Resale Shares has the meaning set forth in Section 6.4(a).

Resale Shares means the Class A Common Shares that may be sold by the selling stockholders from time to time after the Domestication pursuant to this prospectus.

Examples of Resale Shares in a sentence

Initial offers and sales of the Resale Shares will be made only in Exempt Resales by FBR to investors that FBR reasonably believes to be Eligible Purchasers and who have delivered to the Company and FBR a fully completed and executed purchaser’s letter substantially in the form of Annex I or II, as applicable, to the Preliminary Memorandum or Final Memorandum.
Initial offers and sales of the Resale Shares will be made only in Exempt Resales by FBR to investors that FBR reasonably believes to be Eligible Purchasers and who have delivered to the Company and FBR a fully completed and executed purchaser's letter substantially in the form of Annex I or II, as applicable, to the Preliminary Memorandum or Final Memorandum.
We will not receive any of the proceeds from the sale by the selling stockholders of the Resale Shares.
In addition, in some U.S. states the Resale Shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
All of the foregoing may affect the marketability of the Resale Shares and the ability of any person or entity to engage in market-making activities with respect to the Resale Shares.
We will pay all expenses of the registration of the Resale Shares pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any and any related legal expenses incurred by it.
If the Resale Shares are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts (it being understood that the selling stockholders shall not be deemed to be underwriters solely as a result of their participation in this offering) or commissions or agent’s commissions.
HPI may require persons who sell HPI Resale Shares pursuant to the registration statement to suspend such sales for such reasonable periods of time as HPI may require, acting in a reasonable manner, using best efforts to effect any required amendment to such registration statement or supplement to the prospectus included in the registration statement.
To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the Resale Shares to engage in market-making activities with respect to the Resale Shares.
The selling stockholders and any broker-dealer or agents participating in the distribution of the Resale Shares may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales.

More Definitions of Resale Shares

Resale Shares has the meaning given to that term on page 1 of this Agreement;

Resale Shares means (a) up to 43,264,149 common shares, which consists of (i) 24,296,120 common shares issuable upon the conversion of outstanding ordinary shares pursuant to the terms of the Amended and Restated Articles, (ii) 17,128,408 outstanding common shares and (iii) 1,839,621 common shares issuable upon the exercise of the Warrants, and (b) up to 4,442,835 common shares issuable upon conversion of the 6% notes.

Resale Shares means Conversion Shares and Warrant Shares and may, at the request of a Holder, include Tranche B Notes and/or Warrants.

Resale Shares means up to 41,424,528 common shares held by the selling securityholders and the common shares issuable upon conversion of the 6% notes.

Resale Shares shall have the meaning specified in the Recitals.