exercise any rights under this Agreement, such holder must either (i) become a party to this Agreement as a Lender or (ii) agree to be bound by the terms of this Agreement related to registration rights applicable to the Lender Registrable Securities in a separate written agreement between such holder and the Company (including, without limitation, in a Lender Warrant).
Lender Warrant means any warrant to purchase shares of capital stock of the Company issued to banks, equipment lessors or other financial institutions pursuant to a debt financing or equipment leasing transaction where the Companys Board of Directors (the Board) has approved the grant to the holder thereof of piggyback registration rights.
Major Investor means any Investor that, individually or together with such Investors Affiliates, holds at least 18,181,818 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, recapitalization, reclassification or the like effected after the date hereof); provided, however, that Hontai shall be considered a Major Investor so long as it, individually or together with its Affiliates, holds at least 8,698,137 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, recapitalization, reclassification or the like effected after the date hereof).
New Securities means, collectively, equity securities of the Company, whether or not currently authorized, Derivative Securities and any 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 (in each case, directly or indirectly) such equity securities; provided however, that New Securities shall exclude: (a) Exempted Securities (as defined in the Restated Certificate); and (b) shares of Common Stock issued in the IPO.
Offer Notice shall have the meaning set forth in Section 4.1.
Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
Preferred Stock means shares of the Companys Series A Preferred Stock.
Privacy Legal Requirements has the meaning given to such term in the Purchase Agreement.
Pro Rata Amount means, for each Major Investor, that portion of the New Securities identified in an Offer Notice which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon the conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Major Investor bears to the total Common Stock of the Company then outstanding (assuming the conversion and/or exercise, as applicable of all shares of Preferred Stock and other Derivative Securities then outstanding).
Registrable Securities means (a) Common Stock issued or issuable upon conversion of the Preferred Stock; (b) any Common Stock, or any Common Stock issued or issuable upon conversion of other Derivative Securities, held by an Investor (or its Affiliates); (c) the Key Holder Registrable Securities, provided, however, that such Key Holder Registrable Securities shall not be deemed Registrable Securities and the Key Holders shall not be deemed Holders for the purposes of Sections 2.1, 2.2, 3.10 and 4; (d) the Lender Registrable Securities, provided,