1.21 GAAP means generally accepted accounting principles in the United States.
1.22 Holder means any holder of Registrable Securities who is a party to this Agreement.
1.23 Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.
1.24 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
1.25 IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act.
1.26 Major Investor means any Investor that, individually or together with such Investors Affiliates, holds at least 7,246,350 shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and/or Series E-1 Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).
1.27 New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.
1.28 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.29 Preferred Director shall have the meaning given to such term in the Certificate of Incorporation.
1.30 QPO means Qualified Public Offering (as defined in the Certificate of Incorporation).
1.31 Registrable Securities means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock, (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the date hereof, and (iii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.12 of this Agreement.