date on which the event occurred which necessitated the determination of the Fair Market Value. After a determination of the Fair Market Value of the Company is made as provided above, the Fair Market Value of (i) an equity security will be determined by making a calculation reflecting the cash distributions which would be made to the equityholders in accordance with the Companys certificate of incorporation in respect of such equity security if the Company were deemed to have received such Fair Market Value in cash and then distributed the same to the equityholders in accordance with the terms of the Companys certificate of incorporation incident to the liquidation of the Company after payment to all of the Companys creditors from such cash receipts, and assuming that all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders of such convertible securities) and all options to acquire equity securities (whether or not currently exercisable) that have an exercise price below the Fair Market Value of such equity securities were exercised and the exercise price therefor paid, and (ii) a warrant will be determined by reference to the Fair Market Value, if any, of the equity securities issuable thereunder, reduced by the aggregate exercise price applicable thereto. In the event of a Sale of the Company, the Fair Market Value of an equity security shall be equal to the price paid for such equity security in such Sale of the Company, to the extent applicable. Fair Market Value shall be determined in good faith by the Board of Directors of the Company.
Investors Rights Agreement means that certain Second Amended and Restated Investors Rights Agreement, dated on or around the date hereof, by and among the Company and the stockholders and warrantholders party thereto.
IPO means an initial sale of Common Stock of the Company or any subsidiary of the Company (or, in each case, any successor thereto) pursuant to an effective registration statement under the Securities Act filed with the Commission.
Options means any rights or options to subscribe for or purchase Common Stock or Convertible Securities.
Person means an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof.
Securities Act means the Securities Act of 1933, as amended, or any similar or successor federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.
Stockholder Agreements means the Investors Rights Agreement, that certain Second Amended and Restated Voting and Drag Along Agreement, dated on or around the date hereof, by and among the Company and the stockholders and warrantholders party thereto and that certain Second Amended and Restated Right of First Refusal and Co-Sale Agreement, dated on or around the date hereof, by and among the Company and the stockholders and warrantholders party thereto (the ROFR and Co-Sale Agreement).
Warrant Stock means shares of the Common Stock; provided that if there is a change such that the securities issuable upon exercise of the Warrants are issued by an entity other than the Company or there is a change in the type or class of securities so issuable, then the term