NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement:
Affiliate means, with respect to any specified Person, such Persons principal or any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such Person or such Persons principal, including, without limitation, any general partner, managing member or partner, officer or director of such Person or such Persons principal or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such Person or such Persons principal. For purposes of this definition, the terms controlling, controlled by, or under common control with shall mean the possession, directly or indirectly, of (a) the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, or (b) the power to elect or appoint at least 50% of the directors, managers, general partners, or persons exercising similar authority with respect to such Person.
Automatic Shelf Registration Statement shall have the meaning given to that term in SEC Rule 405.
Budget shall have the meaning given to that term in Section 2.1.1.
business day means a weekday on which banks are open for general banking business in San Francisco, California.
Code means the Internal Revenue Code of 1986, as amended.
Common Stock means shares of the Companys common stock.
Damages means any loss, damage, or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, and any free-writing prospectus and any issuer information (as defined in Rule 433 of the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any other document incident to such registration prepared by or on behalf of the Company or used or referred to by the Company; (b) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (c) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.
Demand Notice means notice sent by the Company to the Holders specifying that a demand registration has been requested as provided in Section 3.1.1.
Derivative Securities means any securities or rights that are convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants.