Board of Directors means the board of directors of the Company.
Burdensome Condition means an obligation take or refrain from taking or agreeing to its, its Affiliates or its or their Subsidiaries obligation to take or refrain from taking any action (including any amendment, waiver or termination of any agreement, exhibit or schedule, including this Warrants, the Investment Agreement, the Certificate of Designations, and the Commercial Agreement and the exhibits and schedules hereto or thereto) or to suffer to exist any limitation, action, restriction, condition or requirement which, individually or together with all other such limitations, actions, restrictions, conditions or requirements, that would, or would reasonably be expected to, have (i) a material adverse effect on the business, financial condition, assets and liabilities (considered together), operations or results of operations of Holder and its Affiliates or Subsidiaries, taken as a whole, or (ii) a material adverse effect on the aggregate economic benefits, taken as a whole, that, as of the date hereof, the Holder would reasonably be expected to obtain from the transactions contemplated by this Warrant.
Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company.
Cap means 29.9% of all issued and outstanding shares of Class A Common Stock on a Fully Diluted basis as of the Issuance date, assuming all Warrants owned by the Holder have been exercised on a cash basis.
Carvana Group, LLC Warrants means the Short-Term Warrants and the Long-Term Warrants.
Class A Common Stock means the Class A common stock of the Company, par value $0.0001.
Class B Common Stock means the Class B common stock of the Company, par value $0.0001.
Commercial Agreement means the Commercial Agreement entered into on the date hereof by the Company and the Holder.
Commission means the United States Securities and Exchange Commission.
Common Stock means the Class A Common Stock and the Class B Common Stock.
Company Sale means any merger, consolidation, or other business combination of the Company with an entity that is not an Affiliate of the Company that results in the stockholders of the Company immediately prior to such transaction being the beneficial owners of less than 50% of the equity securities of the successor or surviving company.
Company Policies has the meaning set forth in the Commercial Agreement.