1.11 GAAP means generally accepted accounting principles in the United States.
1.12 Holder means any holder of Registrable Securities who is a party to this Agreement.
1.13 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.
1.14 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
1.15 Initial Offering means the Companys first underwritten public offering of its Common Stock under the Securities Act.
1.16 Key Employee means any executive-level employee (including division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in the Purchase Agreement).
1.17 Major Investor means any Investor that, individually or together with such Investors Affiliates, holds at least (i) 75,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), or (ii) 16,796,675 shares of Series C Stock or Common Stock issued upon conversion thereof (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof); provided, however, that the Founders and their Affiliates shall not be Major Investors for any purposes under this Agreement; provided, further, that for the purpose of this definition, (a) PinAH L.P. shall be deemed an Affiliate of Andreessen Horowitz Fund II, L.P., as nominee and its Affiliates, and (b) FirstMark Capital P2, L.P. shall be deemed an Affiliate of FirstMark Capital I, L.P. and its Affiliates.
1.18 Minimum Holding means a number of shares of Series D Stock and Common Stock into which such Series D Stock has been converted equal to at least 50% of the number of shares of Series D Stock purchased by Valiant pursuant to the Series D Preferred Stock Purchase Agreement dated as of February 20, 2013.
1.19 New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as 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 such equity securities.
1.20 Palma means Palma Investments LP.
1.21 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
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