These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade. In connection with the sales of the Shares, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions that in turn may:
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engage in short sales of the Shares in the course of hedging their positions;
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sell the Shares short and deliver the Shares to close out short positions;
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loan or pledge the Shares to broker-dealers or other financial institutions that in turn may sell the Shares;
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enter into option or other transactions with broker-dealers or other financial institutions that require the delivery to the broker-dealer or other financial institution of the Shares, which the broker-dealer or other financial institution may resell under the prospectus; or
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enter into transactions in which a broker-dealer makes purchases as a principal for resale for its own account or through other types of transactions.
A short sale of Shares by a broker-dealer, financial institution or the Selling Stockholder would involve the sale of such Shares that are not owned, and therefore must be borrowed, in order to make delivery of the security in connection with such sale. In connection with a short sale of Shares, a broker-dealer, financial institution or the Selling Stockholder may purchase shares on the open market to cover positions created by short sales. In determining the source of the shares to close out such short positions, the broker-dealer, financial institution or Selling Stockholder may consider, among other things, the price or prices atof shares available for purchase in the open market.
At the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed, which will set forth the period or periods within which orname of the date or dates on which,Selling Stockholder, the aggregate amount of Shares being offered and the terms and conditions upon which the debt securities may be redeemed, in whole or in part, at our option, if we are to have that option;
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redemption or early repayment provisions;
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the authorized denominations;
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if other than the principal amount thereof, the portion of the principal amount of the debt securities which will be payable upon declaration of acceleration of the maturity thereof;
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the guarantors, if any, of the debt securities, andoffering, including, to the extent of the guarantees (including provisions relating to seniority, subordination, and the release of the guarantors), if any, and any additions or changes to permit or facilitate guarantees of such debt securities;
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any original issue discount securities issued;
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provisions, if any, for the defeasance of the debt securities in whole or in part and any addition or change in the provisions related to satisfaction and discharge;
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whether the debt securities are to be issued in whole or in part in global form and, in such case, the depositary and the terms and conditions, if any, upon which interests in such global debt securities may be exchanged in whole or in part for the individual securities represented thereby in definitive form registered inrequired, (1) the name or names of personsany underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms constituting compensation from the Selling Stockholder and (3) any discounts, commissions or concessions allowed or reallowed to be paid to broker-dealers. We may suspend the sale of Shares by the Selling Stockholder pursuant to this prospectus for certain periods of time for certain reasons, including if the prospectus is required to be supplemented or amended to include additional material information.
Pursuant to a requirement by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the maximum commission or discount to be received by any FINRA member or independent broker-dealer may not be greater than such depositary8% of the gross proceeds received by the Selling Stockholder for the sale of any Shares being offered under this prospectus.
Our Common Stock is listed on the Nasdaq Global Select Market under the symbol “CMTL.”
The Selling Stockholder will act independently of us in making decisions with respect to the timing, manner, and size of each resale or a nomineeother transfer. There can be no assurance that the Selling Stockholder will sell any or nominees thereof;all of the Shares under this prospectus. Further, we cannot assure you that the Selling Stockholder will not transfer, distribute, devise or gift the Shares by other means not described in this prospectus. In addition, any Shares covered by this prospectus that qualify for sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than under this prospectus. The Shares may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states, the Shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification.
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The Selling Stockholder and any other person participating in the date assale of which any global debt securitiesthe Shares will be dated if other thansubject to the original issuanceExchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the first debt security to be issued;
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Shares by the form ofSelling Stockholder and any other person. In addition, Regulation M may restrict the debt securities;
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if the debt securities are to be convertible into or exchangeable for any securities or propertyability of any person (including us),engaged in the terms and conditions upon which such debt securities will be so convertible or exchangeable, and any additions or changes, if any, to permit or facilitate such conversion or exchange;
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whether the debt securities are subject to subordination and the terms of such subordination;
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any restriction or condition on the transferabilitydistribution of the debt securities;
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any addition or changeShares to engage in the provisions related to compensation and reimbursement of the trustee which applies to the debt securities;
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any addition or change in the provisions related to supplemental indentures both with and without the consent of the holders;
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provisions, if any, granting special rights to holders upon the occurrence of specified events;
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any addition to or change in the events of default which applies to any debt securities and any change in the right of the trustee or the requisite holders of such debt securities to declare the principal amount thereof due and payable pursuant to the indenture;
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any addition to or change in the covenants set forth in the indenture which applies to debt securities; and
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any other terms of the debt securities (which terms will not be inconsistent with the provisions of the Trust Indenture Act of 1939, but may modify, amend, supplement or delete any of the terms of the indenturemarket-making activities with respect to such series).
Debt securitiesthe particular Shares being distributed. This may be issued as original issue discount securities to be sold at a substantial discount below their principal amount. Inaffect the event of an accelerationmarketability of the maturityShares and the ability of any original issue discount security, the amount payableperson or entity to engage in market-making activities with respect to the holder of the original issue discount security upon such acceleration will be determined in accordance with the applicable prospectus supplement, the terms of such debt securityShares.