1.12 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.
1.13 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 incorporation of substantial information by reference to other documents filed by the Company with the SEC.
1.14 GAAP means generally accepted accounting principles in the United States, as in effect from time to time.
1.15 Holder means any holder of Registrable Securities who is a party to this Agreement.
1.16 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.
1.17 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
1.18 IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act.
1.19 Key Employee has the meaning set forth in the Purchase Agreement.
1.20 Major Investor means (i) any Investor that, individually or together with such Investors Affiliates, holds at least 1,000,000 shares of Registrable Securities (on an as converted basis and as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) and each Person to whom any of the rights of any such Investor are assigned pursuant to Section 6.1; and (ii) with respect to any Investor that holds Series Seed Preferred Stock, any such Investor that individually or together with such Investors Affiliates, holds at least 405,624 shares of Registrable Securities (on an as converted basis and as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof); provided, however, that in no event shall Toray Industries, Inc. (Toray) be deemed a Major Investor for purposes of Section 4 of this Agreement.
1.21 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.
1.22 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.23 Preferred Stock means, collectively, shares of the Companys Series Seed Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series T Preferred Stock, Series C-1 Preferred Stock and Series C-2 Preferred Stock.
1.24 Preferred Directors means the Series C Director, the Series B Director and the Series A-1 Directors, collectively.
1.25 Registrable Securities means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock excluding any Common Stock issued upon conversion of the Preferred Stock pursuant to the Special Mandatory Conversion provisions in the Certificate of Incorporation; (ii) any