Company Counsel means Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
Company Deliverables has the meaning set forth in Section 2.2(a).
Companys Knowledge means the actual knowledge of the executive officers (as defined in Rule 405 under the Securities Act) of the Company, after due inquiry.
IPO means the proposed underwritten initial public offering of shares of the Companys Ordinary Shares pursuant to the Registration Statement, with aggregate gross proceeds (prior to any underwriting discounts and commissions) to the Company of not less than US$600 million.
Lien means any lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of any kind.
Material Adverse Effect means a material adverse effect on (a) the results of operations, assets, liabilities, business, or financial condition of the Company, taken as a whole, or (b) the ability of the Company to perform its obligations under this Agreement, except that any of the following, either alone or in combination, shall not be deemed a Material Adverse Effect: (i) effects caused by changes or circumstances affecting general market conditions in the U.S. economy or which are generally applicable to the industry in which the Company operates, (ii) effects resulting from or relating to the announcement or disclosure of the sale of the Shares or other transactions contemplated by this Agreement, or (iii) effects caused by any event, occurrence or condition resulting from or relating to the taking of any action in accordance with this Agreement.
Material Contract means any contract of the Company that has been filed or was required to have been filed as an exhibit to the Registration Statement pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.
Ordinary Shares has the meaning set forth in the Recitals, and also includes any securities into which the Ordinary Shares may hereafter be reclassified or changed.
Person means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.
Purchase Price means the per share initial public offering price in the IPO (prior to any underwriting discounts and commissions).
Purchaser Deliverables has the meaning set forth in Section 2.2(b).
Registration Statement means the registration statement on Form S-1 initially submitted confidentially to the Commission on December 23, 2020, as amended from time to time, including a prospectus filed pursuant to Rule 424 under the Securities Act and any free writing prospectuses, relating to the underwritten public offering of shares of the Companys Ordinary Shares.