NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
Section 1. Definitions As used herein, the following terms shall have the following meanings.
Acquired Class A Shares has the meaning set forth in Section 9.
Affiliate of any Person means any other Person controlled by, controlling or under common control with such Person; provided that the Company and its Subsidiaries shall 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) shall 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). With respect to any Person who is an individual, Affiliates shall also include, without limitation, any member of such individuals Family Group.
Agreement has the meaning set forth in the preamble.
Automatic Shelf Registration Statement has the meaning set forth in Section 2(a).
Capital Stock means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock of such corporation (whether voting or nonvoting and whether common or preferred) and (ii) with respect to any Person that is not a corporation, individual or governmental entity, any and all partnership, membership, limited liability company or other equity interests of such Person that confer on the holder thereof the right to receive a share of the profits and losses of, or the distribution of assets of, the issuing Person, including in each case any and all warrants, rights (including conversion and exchange rights) and options to purchase any of the foregoing.
Class A Shares means shares of the Companys Class A common stock, par value $0.001 per share.
Class B Shares means shares of the Companys Class B common stock, par value $0.001 per share.
Class C Shares means shares of the Companys Class C common stock, par value $0.001 per share.
Class D Shares means shares of the Companys Class D common stock, par value $0.001 per share.
Company has the meaning set forth in the preamble.
Demand Parties means, (i) the holders of at least a majority of the Parthenon Investor Registrable Securities and (ii) the holders of at least a majority of the Hsieh Investor Registrable Securities.
Demand Registrations has the meaning set forth in Section 2(a).