Resale Shelf definition

Resale Shelf has the meaning specified in Section 3 hereof.

Resale Shelf means a shelf registration statement on Form S-1 or such other form under the Securities Act of 1933, as amended (the “Securities Act”), then available to the Corporation for the registration of the shares of Class A Common Stock to be issued upon conversion of the shares of Class A-2 Common Stock that are registrable under the Registration Rights Agreement for the purpose of registering such registrable shares of Class A Common Stock.

Resale Shelf has the meaning set forth in Section 1(a)(i).

Examples of Resale Shelf in a sentence

• Once declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable Securities (the “Effectiveness Period”).

• Subject to the provisions of Section 2.3.1 above, the Company shall promptly prepare and file with the Commission from time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities.

• The Resale Shelf Registration Statement shall be on Form S-3 (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale).

• If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter the Company becomes eligible to use Form S-3 for secondary sales, the Company shall, as promptly as practicable, cause such Resale Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is on Form S-3.

• The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Shelf Registration Statement and the related prospectus.

More Definitions of Resale Shelf

Resale Shelf has the meaning set forth in Section 7.12.

Resale Shelf is defined in Section 8.16(a).

Resale Shelf has the meaning specified in Section 2 hereof.

Resale Shelf means the registration statement on SEC Form S-1, SEC file No. 333-16681, filed by MIDCOM with the SEC on November 25, 1996 to register for resale Common Shares held by a number of shareholders of MIDCOM including any amendments thereto filed from time to time hereafter and any registration statement on Form S-3 filed in place of such S-1 registration statement.

Resale Shelf shall have the meaning ascribed to this term in Section 2.2(c).

Resale Shelf has the meaning ascribed thereto in Section 6.6. “Reverse Stock Split” means the proposed share consolidation of the ordinary shares of the Company pursuant to which each number of such shares, in an amount to be determined, should be consolidated into one ordinary share in order to bring the Company back into compliance with the listing rules of the Trading Market. “Rule 144” means Rule 144 under the Securities Act. “SEC” means the U.S. Securities and Exchange Commission. “SEC Reports” has the meaning ascribed thereto in Section 3.6. “Securities Act” means the U.S. Securities Act of 1933, and the rules and regulations promulgated thereunder. “Shareholder Approval” has the meaning ascribed thereto in Section 6.2. “Subscription Agreement” has the meaning ascribed thereto in Section 5.3. “Subsequent Shares” has the meaning ascribed thereto in the Subscription Agreement. “Trading Market” means the Nasdaq Global Select Market. “Transfer” has the meaning ascribed thereto in Section 6.4. “Trustee” has the meaning ascribed thereto in the recitals. 2 Exchange

Resale Shelf has the meaning set forth in Section 6.17(a). “Residual Shares” has the meaning set forth in Section 2.6(b)(i)(D). “Restated Certificate” has the meaning set forth in Section 3.1. “Restricted Benefits” has the meaning set forth in Section 3.28(a)(iv). “Returns” has the meaning set forth in Section 3.21(a). “Rollover Option” has the meaning set forth in Section 2.6(b)(i)(B). “SEC” means the Securities and Exchange Commission. “Section 280G” has the meaning set forth in Section 6.14. “Section 280G Payments” has the meaning set forth in Section 6.14. “Securities Act” means the Securities Act of 1933, as amended. “Securityholders’ Agent” has the meaning set forth in the introductory paragraph. “Solicitation Statement” has the meaning set forth in Section 6.1(a). “Specified Options” has the meaning set forth in Section 6.8(g). “Stockholder” means any holder of Company Capital Stock. “Stockholder Support Agreement” has the meaning set forth in Recital G. “Straddle Period” has the meaning set forth in Section 6.12(a).