IPO means the first public offering of equity securities of the Company following the date hereof pursuant to an effective Registration Statement under the Securities Act (other than on Forms S-4, S-8 or successors to such forms), covering the offer and sale of capital stock of the Company.
Majority means greater than fifty percent (50%).
NASDAQ shall mean The NASDAQ, Inc., or any successor organization thereof.
New Common Stock means the shares of common stock, par value $0.01 per share, of the Company issued pursuant to the Plan.
New Warrants means the warrants, each initially exercisable for one (1) share of New Common Stock (subject to adjustment), issued by the Company pursuant to the Plan to the Holders who hold Class 4 and Class 5 claims (as defined in the Plan) who do not qualify as a U.S. citizen.
Other Securities means the Equity that the Company is registering in accordance with the terms hereof.
Person shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.
Piggyback Registration shall have the meaning given to such term in Section 2.1 hereof.
Plan has the meaning set forth in the recitals.
Public Offering shall mean a public offering and sale of Equity for cash pursuant to an effective Registration Statement.
Qualified IPO means a bona fide, marketed underwritten IPO of New Common Shares after which closing such New Common Shares are quoted on the NASDAQ National Market or listed or quoted on the New York Stock Exchange or other national securities exchange acceptable to the Board and meeting one of the following two criteria: (i) the aggregate cash proceeds (net of underwriting discounts, commissions and offering expenses) of such offering to the Company exceed seventy five million dollars ($75 million), or (ii) at least twenty percent (20%) of the New Common Shares (for purposes of such calculation treating the securities issued in the IPO as New Common Shares) shall have been issued or sold to the public in connection with such IPO.
Registrable Securities are (a) all shares of New Common Stock, and all shares issued or issuable upon the exercise of any New Warrants (the Warrant Shares), which shares of New Common Stock and New Warrants are acquired by any Holder pursuant to the Plan (including pursuant to the Equity Commitment Agreement), and any additional shares of New Common Stock or Warrant Shares acquired by any such Holder (including through the acquisition of New Warrants) in open market or other purchases after the Effective Date, or any additional Shares of