Shelf Registration means a Registration effected pursuant to Section 2.02.
Shelf Registration Statement means a Registration Statement of the Company filed with the SEC on either (i) Form S-3 (or any successor form) or (ii) if the Company is not permitted to file a Registration Statement on Form S-3, an evergreen Registration Statement on Form S-1(or any successor form), in each case for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor provision) covering all or any portion of the Registrable Securities, as applicable.
Shelf Suspension has the meaning set forth in Section 2.02(d).
Shelf Take-Down has the meaning set forth in Section 2.02(e).
Short-Form Registration has the meaning set forth in Section 2.01(a).
Special Registration has the meaning set forth in Section 2.12.
T. Rowe Price shall mean T. Rowe Price Associates, Inc. and any successor or affiliated registered investment adviser to the T. Rowe Price Investors.
T. Rowe Price Investors shall mean the Holders advised or subadvised by T. Rowe Price and any Permitted Assignees of such Holders.
Underwritten Offering means a Registration in which securities of the Company are sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.
Underwritten Shelf Take-Down Notice has the meaning set forth in Section 2.02(e).
Vertical means, collectively, Vertical Fund I, L.P. and Vertical Fund II, L.P., and any successor funds thereto, and their respective Affiliates (excluding the Company and any of its subsidiaries) and any Permitted Assignees to which Registrable Securities have been transferred or assigned, as long as such Person is a Holder.
Warburg Pincus means, collectively, Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P. and WP X Finance, L.P., and any successor funds thereto, and their respective Affiliates (excluding the Company and any of its subsidiaries) and any Permitted Assignees to which Registrable Securities have been transferred or assigned, as long as such Person is a Holder.
SECTION 1.02 Other Interpretive Provisions.
(a) In this Agreement, except as otherwise provided:
(i) A reference to an Article, Section, Schedule or Exhibit is a reference to an Article or Section of, or Schedule or Exhibit to, this Agreement, and references to this Agreement include any recital in or Schedule or Exhibit to this Agreement.
(ii) The Schedules and Exhibits form an integral part of and are hereby incorporated by reference into this Agreement.
(iii) Headings and the Table of Contents are inserted for convenience only and shall not affect the construction or interpretation of this Agreement.
(iv) Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine and vice versa, and words importing persons include corporations, associations, partnerships, joint ventures and limited liability companies and vice versa.