9. Subsidiary Public Offering. Unless otherwise determined by the Parent Investors, if, after an Initial Public Offering of the equity securities of a Subsidiary of the Company, the Company distributes securities of such Subsidiary to members of the Company, then the rights and obligations of the Corporation pursuant to this Agreement shall apply, mutatis mutandis, to such Subsidiary, and the Company or the Corporation, as applicable, shall cause such Subsidiary to comply with such Subsidiarys obligations under this Agreement.
10. Termination of Registration Rights. The right of any Holder to request registration or inclusion in any registration pursuant to Section 1 or Section 2 shall terminate upon the earlier of such date as all shares of Registrable Securities held or entitled to be held upon conversion by such Holder and its affiliates may immediately be sold under Rule 144 during any ninety (90) day period without volume limitation and with the current public information required under Rule 144(c)(1) deemed to be available and such Holder holds less than one percent (1%) of outstanding capital stock of the Company.
(a) Affiliate of any particular Person means (a) any other Person controlling, controlled by, or under common control with such particular Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise, or (b) in addition to the foregoing, with respect to (i) the Parent Investors, (ii) the Permira Investor, (iii) the Warburg Investor or (iv) the Institutional Holders. For purposes of this Agreement, the Companyand its respective Subsidiaries shall not be considered Affiliates of any holder of interests in the Company (and vice versa).
Approved Sale means a sale of the Company approved by the Parent Investors or the Permira Investor and the Warburg Investor, as applicable; where sale of the Company means any transaction or series of transactions pursuant to which any Person or group of related Persons (other than Parent Investor Affiliates, Permira Investor Affiliates, Warburg Investor Affiliates or any portfolio company thereof) in the aggregate acquire(s) either: (i) a majority of the Common Stock (or successor Company Equity Securities thereto) then outstanding or (ii) all or substantially all of the Companys assets determined on a consolidated basis; provided that a public offering shall not constitute a Sale of the Company.
(b) Board means the board of directors of the Company.
(c) Business Day means any day other than a Saturday or Sunday or any other day on which commercial banks in Boise, Idaho or New York, New York are authorized or required by applicable law to close.
(d) Common Stock shall mean the Corporations Class A Common Stock, par value $0.001 per share.
(e) Company Equity Securities means (i) any Common Stock, interest, partnership, membership or limited liability company interests or other equity interests in the Company or a corporate successor (including other classes, groups or series thereof having such relative rights, powers and/or obligations as may from time to time be established by the Board, including rights, powers and/or obligations different from, senior to or more favorable than existing classes, groups and series of interests, capital stock, partnership, membership or limited