Repurchase Rights means the right of the Company, the Sponsor Investor and/or any designee thereof to repurchase Common Equity from any director, officer, employee, other service provider or consultant of the Company and/or its Subsidiaries upon the termination of such Persons employment or engagement with the Company and/or its Subsidiaries or other event pursuant to an agreement approved by the board of directors of the Company between the Company and such Person.
Rule 144, Rule 144A, Rule 158, Rule 405, Rule 415, Rule 403B, Rule 462 and Regulation S mean, in each case, such rule promulgated under the Securities Act (or any successor provision) by the SEC, as the same will be amended from time to time, or any successor rule then in force.
Sale of the Company means any transaction or series of transactions pursuant to which any Person(s) or a group of related Persons (other than any Sponsor Investor and/or its Affiliates) in the aggregate acquires: (i) Common Equity of the Company entitled to vote (other than voting rights accruing only in the event of a default, breach, event of noncompliance or other contingency) to elect directors with a majority of the voting power of the Companys board of directors (whether by merger, consolidation, reorganization, combination, sale or transfer of the Companys Common Equity) or (ii) all or substantially all of the Companys and its Subsidiaries assets determined on a consolidated basis; provided that a Public Offering will not constitute a Sale of the Company.
Sale Transaction has the meaning set forth in Section 3(a).
SEC means the United States Securities and Exchange Commission.
Securities has the meaning set forth in Section 3(a).
Securities Act means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.
Shelf Offering has the meaning set forth in Section 1(d)(i).
Shelf Offering Notice has the meaning set forth in Section 1(d)(i).
Shelf Period has the meaning set forth in Section 1(d)(v).
Shelf Registration has the meaning set forth in Section 1(a).
Shelf Registrable Securities has the meaning set forth in Section 1(d)(i).
Shelf Registration Statement has the meaning set forth in Section 1(d).
Short-Form Registrations has the meaning set forth in Section 1(a).
Sponsor Investor has the meaning set forth in the recitals; provided that any decision to be made under this Agreement by the Sponsor Investor shall be made by the holders of a majority of all Sponsor Investor Registrable Securities.