1.12 Holder means any holder of Registrable Securities who is a party to this Agreement.
1.13 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.
1.14 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
1.15 IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act.
1.16 Key Employee means any executive-level employee (including, division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in the Purchase Agreement).
1.17 Major Investor means any Investor that, individually or together with such Investors Affiliates, holds at least 49,561 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).
1.18 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.
1.19 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.20 Preferred Director has the meaning set forth in the Restated Certificate.
1.21 Preferred Stock means, collectively, shares of the Companys Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock.
1.22 Restated Certificate means the Companys Second Amended and Restated Certificate of Incorporation (as it may be amended and/or restated from time to time).
1.23 Registrable Securities means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock, (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the Initial Closing Date (as defined in the Purchase Agreement) (the Effective Date), and (iii) 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