Affiliate shall mean, with respect to any Person, any other Person who, directly or indirectly, controls, is controlled by, or is under direct or indirect common control with, such Person. For the purposes of this definition control, when used with respect to any specified Person, shall mean the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms controlling and controlled shall have correlative meanings.
Agreement shall have the meaning given in the Preamble.
AHPAC shall have the meaning given in the Preamble.
Block Trade means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.
Blackout Period shall have the meaning given in Section 3.4.
Board shall mean the Board of Directors of AHPAC.
Class A Common Stock shall have the meaning given in the Recitals hereto.
Class B Common Stock shall have the meaning given in the Recitals hereto.
Commission shall mean the Securities and Exchange Commission.
Demand Registration shall have the meaning given in subsection 2.1.1.
Demanding Holder means, as applicable, the Holders making a written demand for the Registration of Registrable Securities pursuant to subsection 2.1.1.
Exchange Act shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
Existing Holders shall have the meaning given in the Preamble.
Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.
Family Group shall mean, with respect to any Person, such Person, such Persons spouse, such Persons or his/her spouses mother, father, descendants, sisters, brothers, aunts, uncles, first cousin, spouses of such Persons descendants, sisters, brothers, aunts, uncles, first cousin and any trust, foundation or other legal entity controlled by such Person or any of such Persons spouse or descendants, sisters, brothers, aunts, uncles, first cousin, and estate planning (or similar) vehicles for the benefit of any of the foregoing Persons. Family Group members include Persons who are such by birth or adoption.
Form S-1 shall mean any Form S-1 or any similar long-form registration statement that may be available at such time.
Form S-3 shall have the meaning given in Section 2.3.
Founder Lock-up Period shall mean, with respect to the Founder Stock held by the Existing Holders or their Permitted Transferees, the period ending on the earlier of (a) one year after the date hereof, (b) the first date the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date hereof and (c) the date on which AHPAC completes a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of AHPACs stockholders having the right to exchange their Class A Common Stock for cash, securities or other property.