Free Writing Prospectus means a free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of Registrable Securities.
Holders means each Person holding Class B preferred units or common units in CMI Acquisition, LLC, a Delaware limited liability company, which units will convert into shares of Common Stock upon the Companys conversion into the Company in connection with the IPO, and each transferee of such shares of Common Stock in compliance with Section 17 of this Agreement.
Initiating Demand Holders has the meaning specified in Section 3(a).
IPO has the meaning specified in the recitals hereof.
Lock-up Letter Transactions means (a) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Company Securities (including Company Securities that may be deemed to be beneficially owned by the applicable Person), (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) above or this clause (b) is to be settled by delivery of Common Stock or other Company Securities, in cash or otherwise, (c) making any demand that would require the filing during the lock-up period of any registration statement, including any amendments thereto, with respect to the registration of any Company Securities, or (d) publicly disclosing any intention or arrangement to do any of the foregoing; but excludes, if the Holder is a corporation, partnership, limited liability company, trust or other business entity, any transfer (a) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the Holder (including, for the avoidance of doubt, any wholly-owned direct or indirect Subsidiary of the Holder or to the immediate or indirect parent entity of such Holder), or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the Holder (including, for the avoidance of doubt, where the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (b) as part of a distribution, transfer or other disposition by the Holder to its stockholders, partners, members or other equity holders.
Losses has the meaning specified in Section 13(a).
Oxbow has the meaning specified in the preamble hereto.
Oxbow Affiliated Fund means each corporation, trust, limited liability company, general or limited partnership or other entity under common control with Oxbow.
Person means an individual, partnership, limited partnership, joint venture, association, corporation, trust, estate, limited liability company, limited liability partnership, unincorporated entity of any kind, governmental entity, or any other legal entity.
Prospectus means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by any Registration Statement, and by all other amendments and supplements to such prospectus, including post-effective amendments and all material incorporated by reference into such prospectus.
Registrable Securities means, with respect to any Holder, the shares of Common Stock held by such Holder, including any shares of Common Stock paid, issued or distributed by way of stock dividend or distribution or stock split, or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise, and held by such Holder. Securities shall cease to be Registrable Securities in accordance with Section 2(b).