1.21 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
1.22 IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act.
1.23 Major Investor means any Investor that, individually or together with such Investors Affiliates, holds at least 400,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), and is not a Defaulting Investor.
1.24 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.
1.25 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.26 Preferred Stock means, collectively, the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock.
1.27 Proposed Restricted Holder Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Restricted Holders.
1.28 Proposed Transfer Notice means written notice from a Restricted Holder setting forth the terms and conditions of a Proposed Restricted Holder Transfer.
1.29 Prospective Transferee means any person to whom a Restricted Holder proposes to make a Proposed Restricted Holder Transfer.
1.30 Registrable Securities means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock; and (ii) 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 clause (i) above; excluding in all cases, however, (A) any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 11.1 and (B) any Common Stock issued upon conversion of Preferred Stock and Common Stock pursuant to the Special Mandatory Conversion provisions of the Certificate of Incorporation, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.12 of this Agreement.
1.31 Registrable Securities then Outstanding means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.