Shelf Shares definition

Shelf Shares means the shares of common stock of the Company issued or issuable to the Shelf Stockholders in accordance with the terms and conditions of the Reorganization Agreement, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

Shelf Shares means 350,000 shares of Parent Common Stock issued pursuant to Section 1.04 of this Agreement, which Shelf Shares are identified on Schedule 10.02(a).

Shelf Shares shall have the meaning assigned to such term in subsection 2.1.

Examples of Shelf Shares in a sentence

• The Stockholder and each Shelf Stockholder, as the case may be, shall pay all underwriting discounts, selling commissions and stock transfer taxes, if any, attributable to the sale of such Stockholder Shares or Shelf Shares, as the case may be, registered by such stockholder and any legal, accounting or other professional fees incurred by such stockholder.

• Parent shall use commercially reasonable efforts to cause such registration statement to be declared effective by the SEC and to remain effective from the date it is declared effective by the SEC until the earlier of: (A) six months after the first anniversary of the Closing Date; or (B) the date upon which all the Shelf Shares which are included in such registration statement have been sold.

• The Company shall pay all registration, filing and qualification fees (including SEC filing fees and the listing fees of the Nasdaq Stock Market or any stock exchange on which the Company securities are traded) attributable to the Stockholder Shares and Shelf Shares registered under this Agreement, and any legal, accounting or other professional fees or expenses incurred by the Company (collectively, "Registration Expenses").

• The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (A) the date the Securities Holders can sell all their shares of the Shelf Shares without any restrictions under Rule 144 and (B) the date on which no Shelf Shares remain outstanding.

• The Shelf Registration shall be on Form S-3 under the Securities Act or another appropriate form permitting registration of all Registrable Shares Beneficially Owned by the HMTF Group and the BSMB Group for resale (the "Shelf Shares") by the Holders of such Shelf Shares in the manner or manners designated by them (including, without limitation, one or more underwritten offerings).

• Basic Prospectus dated November 26, 2014 relating to the Shelf Shares 2.

• In the event that either the Stockholder or a Shelf Stockholder fails to furnish to the Company such information regarding itself, the shares of Registrable Securities held by it, or the intended method of disposition of such securities as may be required to effect the registration of the Registrable Securities, the Company shall not be obligated to take any action pursuant to this Agreement with respect to such Stockholder Shares or Shelf Shares held by such Stockholder or Shelf Stockholder.

• The Company shall use its commercially reasonable efforts to keep the Shelf Registration continuously effective for the Effectiveness Period, by supplementing and amending the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act or if reasonably requested by Holders of Shelf Shares covered by such registration statement or by any underwriter of such Shelf Shares.

• Preliminary Prospectus dated June 30, 2016 relating to the Shelf Shares 3.

• Subject to Section 4 below, no later than the earlier of (i) ninety (90) days after the Closing or (ii) May 31, 2001, the Company shall file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of the Shelf Shares.

More Definitions of Shelf Shares

Shelf Shares shall have the meaning set forth in Section 3.3.1 hereof.

Shelf Shares means the 100,000 shares of ICN Common Stock being purchased by Buyer from ICN under the terms of this Agreement pursuant to the shelf registration statement which has been declared effective by the Securities and Exchange Commission, which shares are being purchased by Buyer at the prevailing ICN Price Per Share on the Principal Market on December 23, 1996, at the time the Seller's Shares are purchased by Buyer, and which shares ICN is in the process of listing on the NYSE. "Shelf Shares Purchase Price" shall mean the prevailing ICN Price Per Share on the Principal Market on December 23, 1996, at the time the Seller's Shares are purchased by Buyer, times the number of Seller's Shares. "Siemens Put Price" shall mean an amount determined as follows: (a) $23.512493872 per share of Seller's Shares times the number of Seller's Shares plus (b) the amount equal to the interest which would accrue for the period September 28, 1996, through and including the Closing on an amount equal to $23.512493872 times the number of Seller's Shares (i.e., the price at which Seller would have otherwise put such Seller's Shares to ICN) at an annual interest rate equal to one percent (1%) plus that rate from time to time during the period from September 28, 1996, to the Closing announced by Bank of America, N.T. & S.A. by its San Francisco headquarters office as its prime or reference rate. "Siemens Shortfall" shall mean the excess of the Siemens Put Price over the payment made by Buyer to Siemens pursuant to Section 2. "Third Year" shall mean the period commencing on the second anniversary of the Closing and ending on the Final Exercise Date.

Shelf Shares means the shares of common stock of the Company issued or issuable to the Shelf Stockholders in accordance with the terms and