Resale Shares definition

Resale Shares means the 1,631,700 Class A Ordinary Shares of no par value registered in the name of V Capital Consulting Limited;

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

• The Resale Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable.

• The Resale Shares have been validly issued and are fully paid and non-assessable.

• The Resale Shares are validly issued, fully paid and non-assessable.

• For purposes of this opinion, we have examined the Registration Statement, the Company’s Certificate of Incorporation and Bylaws, each as amended to date, and the corporate actions of the Company that provides for the issuance of the IPO Securities and Resale Shares and we have made such other investigation as we have deemed appropriate.

• Jim Nicolai, MD (Residential Fellowship) gathers current clinical nutrition-related data for use in his integrative practice.

• In addition, it is our opinion that the Resale Shares have been duly authorized and are duly and validly issued, fully paid and non-assessable.

• The Resale Shares have been duly authorized and are validly issued, fully paid and nonassessable.

• The Resale Shares being proposed for resale by the Selling Shareholders have been validly issued, fully paid and non-assessable.

• In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the SEC Act or the rules and regulations of the Commission thereunder.This opinion is addressed to you and may be relied upon by you, your counsel and purchasers of Ordinary Shares or Resale Shares pursuant to the Registration Statement.

• The Company has received or will receive cash consideration for the issue of the Ordinary Shares and the Resale Shares and none of the Ordinary Shares or the Resale Shares have been or will be issued for less than par value.

More Definitions of Resale Shares

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.

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

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.