Investment Company Act means the Investment Company Act of 1940, as amended.
IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act.
Major Holder means the Stockholders (other than holders of Derby Incentive Shares).
Marshman Stockholder means Marshman Fund Trust I U/A/D 5/1/08, Marshman Fund Trust II U/A/D 5/1/08 and any subsequent permitted transferee of any Preferred Stock or Common Stock held thereby who hereafter becomes a signatory to this Agreement.
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.
Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
Preferred Stock means, collectively, the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock.
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 Stockholders after the date hereof, 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 other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.12 of this Agreement.
Registrable Securities then outstanding means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then-exercisable and/or then-convertible securities that are Registrable Securities.
Regulatory Approval means all approvals, licenses, permits, certifications, registrations or authorizations of the United States Food and Drug Administration (or any successor agency thereto) necessary under applicable law in order to commercially distribute, manufacture and have manufactured, sell or market diacerin ointment in the United States of America, including the District of Columbia, Puerto Rico and all other territories and possessions of the United States of America.
SEC means the Securities and Exchange Commission.