IPO means an underwritten initial public offering of Capital Stock of the IPO Entity that results in the shares of Capital Stock that are sold in such public offering being listed on the New York Stock Exchange, the NASDAQ Stock Market or any other securities exchange.
IPO Entity shall have the meaning set forth in the LLC Agreement.
Issuer Free Writing Prospectus means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities.
Joinder Agreement has the meaning set forth in Section 5.3.
Law means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.
LLC Agreement means the Companys Limited Liability Company Agreement, dated as of May 1, 2017, as amended from time to time.
Permitted Transferee has the meaning set forth in the LLC Agreement.
Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a cooperative, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof.
Public Offering shall mean a public offering and sale of Capital Stock of the IPO Entity for cash, other than by the Company, pursuant to an effective registration statement under the Securities Act.
Registrable Securities means all Shares, provided that such Shares will cease to be Registrable Securities when:
(a) a registration statement covering such Registrable Securities has been declared effective and such Registrable Securities have been disposed of pursuant to such registration statement;
(b) such Registrable Securities shall have been sold pursuant to Rule 144 or 145 (or any similar provision then in effect) under the Securities Act; or
(c) such Registrable Securities cease to be outstanding.
(d) Registration Expenses means any and all expenses incurred in connection with the performance of or compliance with this Agreement, including: