Disclosure Materials has the meaning set forth in Section 3.1(g).
8-K Filing has the meaning set forth in Section 4.2.
Exchange Act means the Securities Exchange Act of 1934, as amended.
GAAP has the meaning set forth in Section 3.1(g).
Lien means any lien, charge, claim, security interest, encumbrance, right of first refusal or other restriction.
Material Adverse Effect means (i) a material adverse effect on the condition (financial or otherwise), results of operations, assets, business or prospects of the Company and the Subsidiaries, taken as a whole, or (ii) a material and adverse impairment of the Companys ability to perform its obligations under any of the Transaction Documents.
Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
Prospectus means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), 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 the Registration Statement, and all other amendments and supplements to the Prospectus including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
Registrable Securities means the Securities issued or issuable pursuant to the Transaction Documents, together with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.
Registration Statement means each registration statement required to be filed under Article V, and, in each case, the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.
Regulation D has the meaning set forth in the Recitals.
Rule 144, Rule 415, Rule 424, means Rule 144, Rule 415 and Rule 424, respectively, promulgated by the SEC pursuant to the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.
Rule 506 has the meaning set forth in Section 3.1(i).
SEC has the meaning set forth in the Recitals.
Securities has the meaning set forth in the Recitals.
Securities Act has the meaning set forth in the Recitals.