Filing Date means, with respect to the Initial Registration Statement required hereunder, the 40th calendar day following the Initiation Date and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.
Holder or Holders means the holder or holders, as the case may be, from time to time of Registrable Securities.
Indemnified Party shall have the meaning set forth in Section 5(c).
Indemnifying Party shall have the meaning set forth in Section 5(c).
Initial Registration Statement means the initial Registration Statement filed pursuant to this Agreement.
Initiation Date means the date that the Agreement and Plan of Merger dated as of February 26, 2020, by and among the Company, AIU Special Merger Company, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and Allied Integral United, Inc., a Delaware corporation that is the parent entity of Clearday, as such agreement is amended, is terminated in accordance with its terms.
Losses shall have the meaning set forth in Section 5(a).
Plan of Distribution shall have the meaning set forth in Section 2(a).
Prospectus means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
Registrable Securities means, as of any date of determination,
(i) all shares of Common Stock issued to or issuable to the Purchaser pursuant to the Purchase Agreement; and
(ii) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (x) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective