Demand Notice means notice sent by the Company to the Holders specifying that a demand registration has been requested as provided in Section 2.1.1.
Demanding Holder means any Holder of at least ten percent (10%) of the Registrable Securities then outstanding.
Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated pursuant thereto.
Excluded Registration means (a) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to an equity incentive, stock option, stock purchase, or similar plan; (b) a registration relating to an SEC Rule 145 transaction; (c) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (d) a registration in which the only Common Equity being registered is Common Equity issuable upon conversion of debt securities that are also being registered.
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.
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.
Free Writing Prospectus means a free-writing prospectus, as defined in Rule 405 under the Securities Act.
Holder has the meaning set forth in the preamble.
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.
Initiating Holders means, collectively, Demanding Holders who properly initiate a registration request under this Agreement.
IPO means the Companys first underwritten public offering of its Common Equity under the Securities Act.
IPO Corporation has the meaning set forth in the LLC Agreement.
KKR and KKR Member has the meaning set forth in the recitals.
LLC Agreement has the meaning set forth in the recitals.
Person means an individual, a corporation, a partnership, a limited liability company, an association, a trust, an unincorporated organization, a government or any department, agency or authority thereof, or any other entity or organization.