1.12 Foreign Person means either (i) a Person or government that is a foreign person within the meaning of the DPA or (ii) a Person through whose investment a foreign person within the meaning of the DPA would obtain any DPA Triggering Rights.
1.13 Form S-1 means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.
1.14 Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed by the Company with the SEC.
1.15 GAAP means generally accepted accounting principles in the United States as in effect from time to time.
1.16 Holder means any holder of Registrable Securities who is a party to this Agreement.
1.17 Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.
1.18 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
1.19 IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act.
1.20 Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, 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 such shares.
1.21 Major Investor means any Investor that, individually or together with such Investors Affiliates, holds at least 57,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend combination, or other recapitalization or reclassification effected after the date hereof).
1.22 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, provided, however, that Exempted Securities (as defined in the Certificate of Incorporation) shall not be considered New Securities.
1.23 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.