Affiliate means, with respect to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person, (b) a Member of the Immediate Family of such Person, and (c) any investment fund advised or managed by, or under common control or management with, such specified Person; provided that the Company and each of its subsidiaries shall be deemed not to be Affiliates of any Investor. As used in this definition, the term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
Agreement shall have the meaning set forth in the preamble.
Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.
Common Stock shall have the meaning set forth in the Recitals.
Demand Notice shall have the meaning set forth in Section 3.1.3.
Demand Registration shall have the meaning set forth in Section 3.1.1(a).
Demand Registration Request shall have the meaning set forth in Section 3.1.1(a).
Demand Registration Statement shall have the meaning set forth in Section 3.1.1(c).
Demand Suspension shall have the meaning set forth in Section 3.1.6.
Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.
FINRA means the Financial Industry Regulatory Authority.
Holders means Investors who then hold Registrable Securities under this Agreement.
Investor shall have the meaning set forth in the preamble.
IPO shall have the meaning set forth in the Recitals.
Issuer Free Writing Prospectus means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities.
Loss shall have the meaning set forth in Section 3.9.1.
Member of the Immediate Family means, with respect to any Person who is an individual, (a) each parent, spouse (but not including a former spouse or a spouse from whom such Person is legally separated) or child (including those adopted) of such individual and (b) each trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries.
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