Form S-1 means such form under the Securities Act as in effect on the date of this Agreement or any successor registration form under the Securities Act subsequently adopted by the SEC.
Form S-3 means such form under the Securities Act as in effect on the date of this Agreement or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.
Free Writing Prospectus means a free-writing prospectus, as defined in Rule 405 under the Securities Act.
Fully Exercising Investor shall have the meaning set forth in Section 4.2.
GAAP means generally accepted accounting principles in the United States.
Holder means any holder of Registrable Securities who is a party to this Agreement.
Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, 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.
Investor Notice shall have the meaning set forth in Section 4.2.
IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act.
Major Investor means any Investor that, individually or together with such Investors Affiliates, holds at least 2,400,000 shares of Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date of this Agreement).
New Securities means, collectively, equity securities of the Company, whether or not currently authorized, Derivative Securities and any 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 (in each case, directly or indirectly) such equity securities; provided, however, that New Securities shall exclude: (a) Exempted Securities (as defined in the Restated Certificate), other than clause (x) of such definition, which shall not be excluded from this definition of New Securities; and (b) shares or other securities specifically exempted by the vote or written consent of the Major Investors holding a majority of the Registrable Securities held by all Major Investors.
Offer Notice shall have the meaning set forth in Section 4.1.