1.10 GAAP means generally accepted accounting principles in the United States.
1.11 Holder means any holder of Registrable Securities who is a party to this Agreement.
1.12 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.
1.13 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
1.14 IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act.
1.15 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).
1.16 Major Investor means any Investor that, individually or together with such Investors Affiliates, holds (i) at least 3,000,000 shares of Registrable Securities after the Initial Closing (as defined in the Purchase Agreement) (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), or (ii) at least 1,000,000 shares of Series D Preferred Stock or an equivalent number of shares of Common Stock issued upon conversion thereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).
1.17 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.
1.18 Qualified IPO shall have the meaning ascribed to it in the Restated Certificate.
1.19 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.20 Preferred Director shall have the meaning ascribed to it in the Restated Certificate.
1.21 Preferred Stock means, collectively, shares of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock.