The following capitalized terms have the meanings indicated:
Adverse Disclosure means public disclosure of material non-public information that, in the good faith judgment of the Company (after consultation with legal counsel): (i) would be required to be made in any registration statement filed with the SEC by the Company so that such registration statement would not be materially misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement; and (iii) the Company has a bona fide business purpose for not disclosing publicly.
Affiliates shall have the meaning given to such term in the Stockholders Agreement.
Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405.
Business Day means any day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required by law to be closed.
Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.
FINRA means the Financial Industry Regulatory Authority, Inc.
Legal Proceeding means any claim, action, charge, lawsuit, litigation, audit, investigation, arbitration or other similar legal proceeding brought by or pending before any governmental authority, arbitrator or other tribunal
Long-Form Registration Statement means a registration statement on Form S-1 or any similar long-form registration statement.
Marketed Underwritten Offering means any Underwritten Offering that includes a customary road show or other marketing efforts by the Company and the underwriters, which for the avoidance of doubt, shall not include block trades.
Person means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or any other entity, including a governmental 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 or the automatic effectiveness of such registration statement, as applicable.