1.3. Change of Control means a transaction or series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company.
1.4. Common Stock means shares of Common Stock of the Company, $0.0001 par value per share.
1.5. Eligible Stockholders means the Investors and the Founders.
1.6. Exercising Stockholder Notice means written notice from an Exercising Stockholder notifying the Company and the Prospective Transferor that such Exercising Stockholder intends to exercise its Right of First Refusal as to a portion of the Transfer Stock with respect to any Proposed Transfer.
1.7. Founder means the persons named on Schedule B hereto, each person to whom the rights of a Founder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 5.9 and any one of them, as the context may require.
1.8. Investors means the persons named on Schedule A hereto, each person to whom the rights of an Investor are assigned pursuant to Subsections 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsections 5.9 or 5.11 and any one of them, as the context may require.
1.9. IPO means the Companys initial public offering.
1.10. Key Holders means the persons named on Schedule C hereto, who shall be any stockholder holding shares of Common Stock not issued or issuable upon conversion of Preferred Stock, which such shares of Common Stock constitute greater than one percent (1%) of the outstanding capital stock of the Company, with all shares held or acquired by a stockholder and its affiliated investment funds aggregated together, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 5.9 or 5.17 and any one of them, as the context may require.
1.11. Person means any natural person or any general partnership, limited partnership, limited liability partnership, limited liability limited partnership, corporation, joint venture, trust, business trust, cooperative, association, limited liability company or other entity, including the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.
1.12. Preferred Stock means collectively, all shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, and Series F Preferred Stock.
1.13. Proposed 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 Founders, Investors or Key Holders.
1.14. Proposed Transfer Notice means written notice from a Prospective Transferor setting forth the terms and conditions of a Proposed Transfer.
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