1. The following capitalized terms have the meanings indicated:
Affiliate of any Person means any Person, directly or indirectly, controlling, controlled by or under common control with such Person.
Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405.
Commission means the Securities and Exchange Commission.
Exchange Act means the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.
Excluded Registration means (i) a registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; or (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.
Holder means (a) the Investor and (b) any Permitted Transferee to which the rights under this Agreement have been transferred in accordance with Section 5.1.
Permitted Transferee has the meaning given to such term in the Subscription Agreement.
Person means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, other legal entity, or any government or governmental agency or authority.
register, registered and registration refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.
Registration Expenses means (a) all expenses incurred by the Company in complying with Articles I and II, including, without limitation, all registration, qualification, listing and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration; and (b) the fees and expenses of any counsel to the Holders; provided, however, that, in the case of this clause (b), such fees and expenses shall not exceed $25,000 with respect to any particular registration pursuant to Article I or II.
Registrable Securities means (a) the Closing Shares (as defined in the Subscription Agreement), (b) any shares of Common Stock actually issued upon conversion of the Series B Convertible Preferred Stock, and (c) any other shares of Common Stock issued in respect of the securities described in clauses (a) or (b) above upon any stock split, stock dividend, recapitalization, reclassification, merger, consolidation or similar event; provided, however, that the securities described in clauses (a), (b) and (c) above shall only be treated as Registrable Securities until the earliest of: (i) the date on which such security has been registered under the Securities Act and disposed of in accordance with an effective registration statement relating thereto; (ii) the date on which such security may be transferred or sold without restriction (including with respect to time, volume and manner of sale) under Rule 144; or (iii) the date on which such security is transferred in a transaction pursuant to which the registration rights are not also assigned in accordance with Section 5.1.