Co-Sale Agreement means the Amended and Restated Right of First Refusal and Co-Sale Agreement among the Company, the Investors (as defined therein) and the Key Holders (as defined therein), dated as of June 6, 2014 and as may be amended, modified or restated from time to time following the Agreement Date and before the Initial Closing Date.
Code means the Internal Revenue Code of 1986, as amended.
ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.
Governmental Authority means the government of the United States, any other nation, or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
Holder means a Person in whose name a Note is registered.
Joinder means the Investor Rights and Joinder and Omnibus Amendment to Stockholder Agreements among the Company and the Purchasers in substantially the form of Exhibit C attached hereto.
Law means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, code, ruling, or order of, including the administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, or any agreement with, any Governmental Authority.
Material Adverse Effect means a material adverse effect on the business, prospects, assets (including intangible assets and licenses), liabilities, financial condition, property or results of operation of the Company and its Subsidiaries (as defined below), taken as a whole; provided, that Material Adverse Effect shall not include any events, conditions, circumstances, developments, state of facts, changes and effects (Effects) to the extent arising or resulting from (i) changes in the industry in which the Company operates (which industry shall be defined as companies providing a consumer-facing mobile application), (ii) changes in the general economic conditions within the United States or other jurisdictions in which the Company has material operations, (iii) the announcement or pendency of the Transactions, (iv) the failure of the Company to meet forecasts, budgets or financial projections, (v) any regulatory inquiries regarding the Companys business (provided, however, that any events, conditions, circumstances, developments, state of facts, changes and effects to the extent arising or resulting from such regulatory inquiries shall not be included in this clause (v)), (vi) acts of God, natural disasters or calamities, including the engagement by any country in hostility (whether commenced before, on or after the date hereof, and whether or not pursuant to the declaration of a national emergency or war), (vii) the occurrence of a military or terrorist attack, or (viii) any changes in law (or any interpretation thereof), in each case (other than clause (i), (iii), (iv) and (v) above), to the extent that such Effects do not have a disproportionate impact on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the same industries in which the Company operates.