IPO UNDERWRITING AGREEMENT means the underwriting agreement, dated as of , 2019, by and among the Company, the selling stockholder named therein and the underwriters named therein.
ISSUER FREE WRITING PROSPECTUS means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act.
MAJORITY STOCKHOLDERS means Stockholders holding a majority of the Class B Shares held by the Stockholders.
PERMITTED TRANSFEREE means, with respect to a Stockholder (a) any other Stockholder, (b) such Stockholders Affiliates, (c) any member, stockholder, or general or limited partner of such Stockholder and (d) any other Person approved by the Company in its sole and absolute discretion.
PERSON means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, Governmental Entity or other entity.
PIGGYBACK STOCKHOLDER means any Stockholder that Beneficially Owns Registrable Securities.
REGISTRABLE AMOUNT means a number of Registrable Securities representing at least one percent (1%) of the aggregate number of Class A Shares issued and outstanding immediately after the consummation of the IPO (calculated, without duplication, on the basis that all issued and outstanding Class B Shares had been converted into Class A Shares).
REGISTRABLE SECURITIES means any Class A Shares. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (x) a registration statement registering such securities under the Securities Act has been declared effective and such securities have been sold or otherwise Transferred by the holder thereof pursuant to such effective registration statement, or (y) such securities are sold in accordance with Rule 144 (or any successor provision) promulgated under the Securities Act. Notwithstanding the foregoing, any Registrable Securities held by any Person that may be sold under Rule 144(b)(1)(i) without limitation under any of the other requirements of Rule 144 (as confirmed by an opinion of the Companys counsel) shall not be deemed to be Registrable Securities.
REPRESENTATIVE means with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of that Person.
SEC means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.
SECURITIES ACT means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder.