Indemnifying Party shall have the meaning set forth in Section 7(c).
Initial Registration Statement means the initial Registration Statement filed or to be filed pursuant to this Agreement.
Lead Purchaser shall mean Squadron Capital LLC.
Losses shall have the meaning set forth in Section 7(a).
Offer Consummation means the publication of the results of the Offer (as reopened, as the case may be), provided that the voluntary minimum acceptance threshold of two thirds of the share capital and voting rights on a fully diluted basis of EOS has been reached or waived upon such publication, in accordance with the relevant provisions of the Tender Offer Agreement.
Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.
Prospectus means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus, and (ii) any free writing prospectus as defined in Rule 405 under the Securities Act.
Purchase Agreement shall have the meaning set forth in the Recitals.
Purchaser(s) shall have the meaning set forth in the preamble.
Registrable Securities means, as of any date of determination, (a) the Shares and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) with respect to a particular Holder upon the first to occur of: (x) a Registration Statement with respect to the sale of such Registrable Securities is