Capitalized terms used in this Agreement have the meanings set forth below.
Affiliate of any Person means any other Person controlled by, controlling or under common control with such Person and, in the case of an individual, also includes any member of such individuals Family Group; provided that the Company and its Subsidiaries will not be deemed to be Affiliates of any holder of Registrable Securities. As used in this definition, control (including, with its correlative meanings, controlling, controlled by and under common control with) will mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).
Agreement has the meaning set forth in the recitals.
Automatic Shelf Registration Statement has the meaning set forth in Section 1(a).
Business Day means a day that is not a Saturday or Sunday or a day on which banks in New York City are authorized or requested by law to close.
Charitable Gifting Event means any transfer by Ivy Parent, or any subsequent transfer by such holders members, partners or other employees, in connection with a bona fide gift to any Charitable Organization on the date of, but prior to, the execution of the underwriting agreement entered into in connection with any underwritten offering.
Charitable Organization means a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.
Common Equity means the Companys common stock, par value $0.001 per share. successor(s).
Company has the meaning set forth in the preamble and shall include its Affiliates.
Demand Registrations has the meaning set forth in Section 1(a).
End of Suspension Notice has the meaning set forth in Section 1(f)(ii).
Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.
Excluded Registration means any registration (i) pursuant to a Demand Registration (which is addressed in Section 1(a)) and (ii) in connection with registrations on Form S-4 or S-8 promulgated by the SEC or any successor or similar forms.
Family Group means with respect to any individual, such individuals current or former spouse, their respective parents, descendants of such parents (whether natural or adopted) and the spouses of such descendants, any trust, limited partnership, corporation or limited liability company established solely for the benefit of such individual or such individuals current or former spouse, their respective parents, descendants of such parents (whether natural or adopted) or the spouses of such descendants.