Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, life partner or similar statutorily-recognized domestic partner, 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.
Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act.
Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.
Major Investor means any Investor that, individually or together with such Investors Affiliates, holds at least $4,999,990 of shares of Registrable Securities, based on the original purchase prices of such securities, and solely for purposes of Section 4 hereof, University of Washington (UW).
NanoDimension means NanoDimension III, L.P. or any of its Affiliates.
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.
Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
Preferred Directors means, collectively, the Series A-1 Directors and the Series B Director.
Preferred Stock means, collectively, the Series A-1 Preferred Stock, the Series A-2 Preferred Stock, the Series B-1 Preferred Stock and the Series B-2 Preferred Stock.
Qiming meas Qiming U.S. Healthcare Fund II, L.P or any of its Affiliates.
RA Capital means RA Capital NEXUS Fund II, L.P. or any of its Affiliates.
Registrable Securities means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company acquired by the Investors after the date hereof; (iii) the Key Holder Registrable Securities, provided, however, that such Key Holder Registrable Securities shall not be deemed Registrable Securities and the Key Holders shall not be deemed Holders for the purposes of Sections 2.1 (and any other applicable Section or Subsection with respect to registrations under Subsection 2.1) and 2.10 and the first sentence of Section 6.6; and (iv) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not