1.14 GAAP means generally accepted accounting principles in the United States as in effect from time to time.
1.15 Holder means any holder of Registrable Securities who is a party to this Agreement.
1.16 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.
1.17 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
1.18 IPO means the Companys first public offering of its Common Stock under the Securities Act.
1.19 Key Employee means each Founder, any executive-level employee or consultant (including, division director and vice president-level positions) as well as any employee or consultant who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in the Purchase Agreement).
1.20 Major Investor means any Investor that, individually or together with such Investors Affiliates, holds at least (a) 20,000,000 shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock and/or (b) 1,000,0000 shares of Common Stock issuable or issued upon conversion of the Series B Preferred Stock, both as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof, held by such Investor on the date hereof.
1.21 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, excluding any securities offered or sold pursuant to the terms of the Purchase Agreement.
1.22 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.23 Preferred Stock means, collectively, shares of the Companys Series A Preferred Stock and Series B Preferred Stock.
1.24 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 2.13 of this Agreement.