Certain Defined Terms Contract Clauses (4,569)
Grouped Into 50 Collections of Similar Clauses From Business Contracts
This page contains Certain Defined Terms clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Certain Defined Terms. In addition to the terms defined above, the following terms shall have the following meanings: "Act" means the Securities Act of 1933, as amended. "Affiliate" means, with respect to any specified person, any other person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified person, including, without limitation, any direct or indirect subsidiary of such person that is at least 50% controlled by such person, general partner, officer,
... director or manager of such person and any venture capital or other -3- investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with, such person. "Common Stock" means the Company's common stock, par value $0.001 per share. "FINRA" means the Financial Industry Regulatory Authority, Inc. and any successor organizations or entities thereto. "Investor Maximum Allocated Shares" means the number of shares of Common Stock equal to $2.5 million divided by the Qualified IPO price per share. "Investors' Rights Agreement" shall mean that certain Sixth Amended and Restated Investors' Rights Agreement dated as of the date hereof, among the Company, the Series F Investors and certain other parties thereto, as amended or restated from time to time. "1934 Act" means the Securities Exchange Act of 1934, as amended. "Qualified IPO" means the Company's first firm commitment underwritten public offering of its Common Stock under the Act, provided that such offering results in aggregate gross cash proceeds to the Company of not less than $100,000,000 in the aggregate. "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document. "SEC" means the Securities and Exchange Commission. "Securities Laws and Regulations" means (i) all applicable federal, state or other securities laws (including but not limited to the Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder, the 1934 Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder or the rules and regulations of any securities exchange) and (ii) all rules and regulations of FINRA or any other self-regulatory organization that are applicable to the Company, the Investor or any underwriter participating in the Qualified IPO, as applicable.
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Certain Defined Terms. In addition to the terms defined
above, elsewhere in this Agreement, the following terms shall have the following meanings:
"Act" means the Securities Act of 1933, as amended. 1.1 "Affiliate" means, with respect to any specified
person, Person, any other
person who or which, Person who, directly or indirectly, controls, is controlled by, or is under common control with such
specified person, Person, including, without limitation, any
direct or indirect subsidiary of such person that is at least... 50% controlled by such person, general partner, managing member, officer, director or manager trustee of such person and Person, or any venture capital fund or other -3- registered investment fund company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisers of, or is under common shares the same management company or investment management adviser with, such person. "Common Stock" Person. For purposes of this definition, the term "control", when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities, by contract or otherwise; provided, for the avoidance of doubt, that a Person owning or controlling a minority interest in another Person by means of a minority investment (or a functional equivalent which would reasonably be understood to represent a minority investment or minority interest in a partnership or other entity) shall not be deemed to "control" such other Person. 1.2 "Board" means the Company's common stock, par value $0.001 per share. board of directors. 1.3 "Exchange Act" means the Securities Exchange Act of 1934, as amended. 1.4 "FINRA" means the Financial Industry Regulatory Authority, Inc. and any successor organizations or entities thereto. 1.5 "Investor Maximum Allocated Shares" means a number of shares of Common Stock equal to the greater of (i) the number of shares of Common Stock equal to $2.5 million $10,000,000 divided by the Qualified IPO price per share. share to the public in the IPO (as defined below) and (ii) the total number of shares sold in the IPO (excluding any shares sold or to be sold pursuant to any over-allotment or green shoe option) by the Company, multiplied by Investor's percentage equity ownership of the Company (calculated in each case on an as-converted and fully diluted basis, but excluding any shares underlying any warrants or requiring additional payments to receive the underlying Common Stock upon exercise) immediately prior to the consummation of the IPO. 1.6 "Investors' Rights Agreement" shall mean that certain Sixth Amended and Restated Investors' Rights Agreement Agreement, dated as of on or around the date hereof, by and among the Company, the Series F Investors Investor and certain other parties thereto, as may be amended or restated from time to time. "1934 Act" means the Securities Exchange Act of 1934, as amended. "Qualified IPO" 1.7 "IPO" means the Company's first firm commitment underwritten public offering of its Common Stock under the Act, provided that such offering results in aggregate gross cash proceeds Securities Act. 1.8 "IPO Participation Right" shall mean the right of Investor to the Company of not less than $100,000,000 purchase shares in the aggregate. IPO pursuant to Section 2 herein. 1.9 "Person" means any individual, corporation, partnership, trust, limited liability company, association or other entity. 1.10 "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document. 1.11 "SEC" means the Securities and Exchange Commission. 1.12 "Securities Act" means the Securities Act of 1933, as amended. 1.13 "Securities Laws and Regulations" means (i) all applicable federal, state or other securities laws (including but not limited to the Securities Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder, the 1934 Exchange Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder or the rules and regulations of any securities exchange) and (ii) all rules and regulations of FINRA or any other self-regulatory organization that are applicable to the Company, the Investor or any underwriter participating in the Qualified IPO, as applicable.
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Certain Defined Terms. The terms which follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Agreement" shall mean this Underwriting Agreement including all schedules attached hereto and made a part hereof. "Applicable Time of Sale" shall mean ., 4:45 p.m. Eastern Time on June 11, 2014 "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above
... contained in the Registration Statement at the Effective Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Preliminary Prospectus, including the Base Prospectus, as amended and supplemented to the Applicable Time of Sale, (ii) any Issuer Free Writing Prospectus, (iii) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) and the information included on Schedule 7 hereto. 18 Notwithstanding any provision hereof to the contrary, each document included in the Disclosure Package shall be deemed to include all documents incorporated therein by reference, whether any such incorporated document is filed before or after the document into which it is incorporated, so long as the incorporated document is filed before the Applicable Time of Sale. "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Final Prospectus" shall mean the prospectus supplement relating to the Shares that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "FINRA" shall mean The Financial Industry Regulatory Authority. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. "Issuer Free Writing Prospectus" shall mean any "issuer free writing prospectus" as defined in Rule 433 under the Act. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus which describes the Shares and the offering thereof and is used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on the Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date or the Additional Closing Date, shall also mean such registration statement as so amended, as the case may be. "Rule 158," "Rule 164," "Rule 172," "Rule 405," "Rule 415," "Rule 424," "Rule 430B" and "Rule 462" refer to such rules under the Act. "Rule 430B Information" shall mean information with respect to the Shares and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430B. "Significant Subsidiary" shall have the meaning ascribed to such term in Regulation S-X under the Act. "Transaction Documents" shall mean this Agreement, the Forward Sale Agreements and the Additional Forward Sale Agreements.
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Certain Defined Terms.
The terms which follow, when used in For purposes of this Agreement,
except where otherwise expressly provided, the following terms shall have the meanings indicated.
"Act" "affiliate" shall
mean have the
Securities Act of 1933, as amended, and meaning set forth in Rule 405 under the
rules and regulations of the Commission promulgated thereunder. "Agreement" shall mean this Underwriting Agreement including all schedules attached hereto and made a part hereof. "Applicable Time of Sale" shall... mean ., 4:45 p.m. Eastern Time on June 11, 2014 Act. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Effective Time. "Business Day" Date. "business day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Code" shall mean the Internal Revenue Code of 1986, as amended, and applicable regulations promulgated thereunder. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Preliminary Prospectus, including the Base Prospectus, as amended and supplemented to the Applicable Time of Sale, (ii) any Issuer Free Writing Prospectus, (iii) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) and the information included on Schedule 7 hereto. 18 Notwithstanding any provision hereof to the contrary, each document included in the Disclosure Package shall be deemed to include all documents incorporated therein by reference, whether any such incorporated document is filed before or after the document into which it is incorporated, so long as the incorporated document is filed before the Applicable Time of Sale. "Effective Date" shall mean each date and time that the Registration Statement, Statement and any post-effective amendment or amendments thereto became or becomes become effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. 22 "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Final Prospectus" Prospectus Supplement" shall mean the prospectus supplement relating to the Shares that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "FINRA" "Free Writing Prospectus" shall mean The Financial Industry Regulatory Authority. "Investment Company Act" a free writing prospectus, as defined in Rule 405. "Initial Sale Time" shall mean 8 a.m. (Eastern time) on the Investment Company Act date of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. this Placement Agency Agreement. "Issuer Free Writing Prospectus" shall mean any "issuer an issuer free writing prospectus" prospectus, as defined in Rule 433. under the Act. "Preliminary Prospectus" Prospectus Supplement" shall mean any preliminary prospectus supplement to the Base Prospectus which describes the Shares and the offering thereof and is used prior to the filing of the Final Prospectus, Prospectus Supplement, together with the Base Prospectus. "Pricing Disclosure Package" shall mean (i) the Base Prospectus, (ii) the pricing information set forth in Exhibit B hereto, (iii) the Issuer Free Writing Prospectuses, if any, identified in Annex A hereto and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package. "Prospectus Delivery Period" shall mean such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Placement Agents a prospectus for the Shares is required by law to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of Shares by any Placement Agent or dealer. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, statements, as amended on the each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date or the Additional Closing Date, shall also mean such registration statement as so amended, as the case may be. amended. "Rule 158," 158", "Rule 164," 163", "Rule 172," 164", "Rule 405," 172", "Rule 415," 405", "Rule 424," 415", "Rule 430B" 424", "Rule 433", "Rule 456" and "Rule 462" 457" refer to such rules under the Act. "Rule 430B Information" shall mean information with respect to the Shares and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430B. "Significant Subsidiary" "Subsidiary" shall have the meaning ascribed to such term set forth in Regulation S-X Rule 405 under the Act. "Transaction Documents" shall mean this Agreement, the Forward Sale Agreements and the Additional Forward Sale Agreements.
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Certain Defined Terms. The terms which follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Agreement" shall mean this Underwriting Agreement including all schedules attached hereto and made a part hereof. "Applicable Time of Sale" shall mean ., 4:45 p.m. Eastern Time on June 11, 2014 "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above
... contained in the Registration Statement at the Effective Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Preliminary Prospectus, including the Base Prospectus, as amended and supplemented to the Applicable Time of Sale, (ii) any Issuer Free Writing Prospectus, (iii) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) and the information included on Schedule 7 hereto. 18 Notwithstanding any provision hereof to the contrary, each document included in the Disclosure Package shall be deemed to include all documents incorporated therein by reference, whether any such incorporated document is filed before or after the document into which it is incorporated, so long as the incorporated document is filed before the Applicable Time of Sale. "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Final Prospectus" shall mean the prospectus supplement relating to the Shares that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "FINRA" shall mean The Financial Industry Regulatory Authority. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. "Issuer Free Writing Prospectus" shall mean any "issuer free writing prospectus" as defined in Rule 433 under the Act. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus which describes the Shares and the offering thereof and is used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on the Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date or the Additional Closing Date, shall also mean such registration statement as so amended, as the case may be. "Rule 158," "Rule 164," "Rule 172," "Rule 405," "Rule 415," "Rule 424," "Rule 430B" and "Rule 462" refer to such rules under the Act. "Rule 430B Information" shall mean information with respect to the Shares and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430B. "Significant Subsidiary" shall have the meaning ascribed to such term in Regulation S-X under the Act. "Transaction Documents" shall mean this Agreement, the Forward Sale Agreements and the Additional Forward Sale Agreements.
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Certain Defined Terms.
The terms which follow, when used in For purposes of this Agreement,
except where otherwise expressly provided, the following terms shall have the meanings indicated.
"Act" "affiliate" shall
mean have the
Securities Act of 1933, as amended, and meaning set forth in Rule 405 under the
rules and regulations of the Commission promulgated thereunder. "Agreement" shall mean this Underwriting Agreement including all schedules attached hereto and made a part hereof. "Applicable Time of Sale" shall... mean ., 4:45 p.m. Eastern Time on June 11, 2014 Act. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Effective Time. "Business Day" Date. "business day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Code" shall mean the Internal Revenue Code of 1986, as amended, and applicable regulations promulgated thereunder. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Preliminary Prospectus, including the Base Prospectus, as amended and supplemented to the Applicable Time of Sale, (ii) any Issuer Free Writing Prospectus, (iii) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) and the information included on Schedule 7 hereto. 18 Notwithstanding any provision hereof to the contrary, each document included in the Disclosure Package shall be deemed to include all documents incorporated therein by reference, whether any such incorporated document is filed before or after the document into which it is incorporated, so long as the incorporated document is filed before the Applicable Time of Sale. "Effective Date" shall mean each date and time that the Registration Statement, Statement and any post-effective amendment or amendments thereto became or becomes become effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. 22 "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Final Prospectus" Prospectus Supplement" shall mean the prospectus supplement relating to the Shares that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "FINRA" "Free Writing Prospectus" shall mean The Financial Industry Regulatory Authority. "Investment Company Act" a free writing prospectus, as defined in Rule 405. "Initial Sale Time" shall mean 8 a.m. (Eastern time) on the Investment Company Act date of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. this Placement Agency Agreement. "Issuer Free Writing Prospectus" shall mean any "issuer an issuer free writing prospectus" prospectus, as defined in Rule 433. under the Act. "Preliminary Prospectus" Prospectus Supplement" shall mean any preliminary prospectus supplement to the Base Prospectus which describes the Shares and the offering thereof and is used prior to the filing of the Final Prospectus, Prospectus Supplement, together with the Base Prospectus. "Pricing Disclosure Package" shall mean (i) the Base Prospectus, (ii) the pricing information set forth in Exhibit B hereto, (iii) the Issuer Free Writing Prospectuses, if any, identified in Annex A hereto and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package. "Prospectus Delivery Period" shall mean such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Placement Agents a prospectus for the Shares is required by law to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of Shares by any Placement Agent or dealer. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, statements, as amended on the each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date or the Additional Closing Date, shall also mean such registration statement as so amended, as the case may be. amended. "Rule 158," 158", "Rule 164," 163", "Rule 172," 164", "Rule 405," 172", "Rule 415," 405", "Rule 424," 415", "Rule 430B" 424", "Rule 433", "Rule 456" and "Rule 462" 457" refer to such rules under the Act. "Rule 430B Information" shall mean information with respect to the Shares and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430B. "Significant Subsidiary" "Subsidiary" shall have the meaning ascribed to such term set forth in Regulation S-X Rule 405 under the Act. "Transaction Documents" shall mean this Agreement, the Forward Sale Agreements and the Additional Forward Sale Agreements.
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Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the terms "affiliate" and "significant subsidiary" have the meanings ascribed thereto in Rule 405 under the Securities Act and (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City.
Certain Defined Terms. For purposes of this Agreement,
(a) except where otherwise expressly provided, the terms "affiliate" and "significant subsidiary" have the meanings ascribed thereto in Rule 405 under
the Securities
Act and (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City. Act.
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Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the terms "affiliate" and "significant subsidiary" have the meanings ascribed thereto in Rule 405 under the Securities Act and (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City.
Certain Defined Terms. For purposes of this Agreement,
(a) except where otherwise expressly provided, the terms "affiliate" and "significant subsidiary" have the meanings ascribed thereto in Rule 405 under
the Securities
Act and (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City. Act.
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Certain Defined Terms. As used in this Agreement, the following terms shall be defined as follows: (a) "Cause" shall mean that one or more of the following has occurred: (i) you have committed a felony (under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction); (ii) you have engaged in acts of fraud, dishonesty or other acts of material misconduct in the course of your duties; (iii) your abuse of narcotics or alcohol that
... has or may reasonably harm the Company; (iv) any violation by you of the Company's written policies; (v) your failure to perform or uphold your duties and/or you fail to comply with reasonable directives of the Company's Chief Executive Officer or Board of Directors, as applicable; or (vi) any breach by you of any provision of Section 6, or any material breach by you of this Agreement or any other contract you are a party to with the Company. (b) "Disability" shall mean a physical or mental impairment which renders you unable to perform the essential functions of your employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 180 days in any 12-month period, unless a longer period is required by federal or state law, in which case that longer period would apply. (c) "Separation from Service" occurs when you die, retire, or otherwise have a termination of employment with the Company that constitutes a "separation from service" within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.
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Certain Defined Terms. As used in this Agreement, the following terms shall be defined as follows: (a) "Cause" shall mean that one or more of the following has occurred: (i) you have
committed been convicted of or pleaded no contest to a felony (under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction); (ii) you have engaged in acts of fraud, dishonesty or other acts of material misconduct in the course of your duties;
... (iii) your abuse of narcotics or alcohol that has or may reasonably harm the Company; (iv) any violation by you of the Company's written policies; (v) your failure to perform or uphold your duties and/or you fail to comply with reasonable directives of the Company's Chief Executive Officer or Parent's Board of Directors, as applicable; or (vi) any breach by you of any provision of Section 6, or any material breach by you of this Agreement or any other contract you are a party to with the Company. (b) "Disability" shall mean a physical or mental impairment which renders you unable to perform the essential functions of your employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 180 days in any 12-month period, unless a longer period is required by federal or state law, in which case that longer period would apply. 4 (c) "Separation from Service" occurs when you die, retire, or otherwise have a termination of employment with the Company that constitutes a "separation from service" within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. (d) "Good Reason" shall mean the following events without your express written consent: (i) the assignment to you by the Board of any duties or responsibilities which are materially inconsistent with your position as President and Chief Executive Officer or a material reduction in duties and responsibilities exercised by you, or a loss of the title of President and/or Chief Executive Officer, except in connection with the termination of employment for Cause or Disability or death, or (ii) any material breach by the Company of any provision of this Agreement which is not cured to your reasonable satisfaction within thirty (30) days after written notice has been provided to the Company.
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Certain Defined Terms. As used in this Agreement, the following terms shall be defined as follows: (a) "Cause" shall mean that one or more of the following has occurred: (i) you have committed a felony (under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction); (ii) you have engaged in acts of fraud, dishonesty or other acts of material misconduct in the course of your duties; (iii) your abuse of narcotics or alcohol that
... has or may reasonably harm the Company; (iv) any violation by you of the Company's written policies; (v) your failure to perform or uphold your duties and/or you fail to comply with reasonable directives of the Company's Chief Executive Officer or Board of Directors, as applicable; or (vi) any breach by you of any provision of Section 6, or any material breach by you of this Agreement or any other contract you are a party to with the Company. (b) "Disability" shall mean a physical or mental impairment which renders you unable to perform the essential functions of your employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 180 days in any 12-month period, unless a longer period is required by federal or state law, in which case that longer period would apply. (c) "Separation from Service" occurs when you die, retire, or otherwise have a termination of employment with the Company that constitutes a "separation from service" within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.
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Certain Defined Terms. As used in this Agreement, the following terms shall be defined as follows: (a) "Cause" shall mean that one or more of the following has occurred: (i) you have
committed been convicted of or pleaded no contest to a felony (under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction); (ii) you have engaged in acts of fraud, dishonesty or other acts of material misconduct in the course of your duties;
... (iii) your abuse of narcotics or alcohol that has or may reasonably harm the Company; (iv) any violation by you of the Company's written policies; (v) your failure to perform or uphold your duties and/or you fail to comply with reasonable directives of the Company's Chief Executive Officer or Parent's Board of Directors, as applicable; or (vi) any breach by you of any provision of Section 6, or any material breach by you of this Agreement or any other contract you are a party to with the Company. (b) "Disability" shall mean a physical or mental impairment which renders you unable to perform the essential functions of your employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 180 days in any 12-month period, unless a longer period is required by federal or state law, in which case that longer period would apply. 4 (c) "Separation from Service" occurs when you die, retire, or otherwise have a termination of employment with the Company that constitutes a "separation from service" within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. (d) "Good Reason" shall mean the following events without your express written consent: (i) the assignment to you by the Board of any duties or responsibilities which are materially inconsistent with your position as President and Chief Executive Officer or a material reduction in duties and responsibilities exercised by you, or a loss of the title of President and/or Chief Executive Officer, except in connection with the termination of employment for Cause or Disability or death, or (ii) any material breach by the Company of any provision of this Agreement which is not cured to your reasonable satisfaction within thirty (30) days after written notice has been provided to the Company.
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Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day (i) other than a day on which banks are permitted or required to be closed in New York City or the City of London and (ii) that is a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the "TARGET2 system"), or any successor thereto, operates; (c) the
... term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act; and (d) the term "significant subsidiary" has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.
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Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act;
and (b) the term "business day" means any day (i) other than a day on which banks are permitted or required to be closed in New York City or the City of
London London, and (ii) that is a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the
"TARGET2 system"), TARGET2 system), or any
... successor thereto, operates; (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act; and (d) the term "significant subsidiary" has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act. operates.
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Certain Defined Terms. In addition to the terms defined above, the following terms shall have the following meanings: "Act" means the Securities Act of 1933, as amended. "Affiliate" means, with respect to any specified person, any other person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified person, including, without limitation, any direct or indirect subsidiary of such person that is at least 50% controlled by such person, general partner, officer,
... director or manager of such person and any venture capital or other -3- investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with, such person. "Common Stock" means the Company's common stock, par value $0.001 per share. "FINRA" means the Financial Industry Regulatory Authority, Inc. and any successor organizations or entities thereto. "Investor Maximum Allocated Shares" means the number of shares of Common Stock equal to $2.5 million divided by the Qualified IPO price per share. "Investors' Rights Agreement" shall mean that certain Sixth Amended and Restated Investors' Rights Agreement dated as of the date hereof, among the Company, the Series F Investors and certain other parties thereto, as amended or restated from time to time. "1934 Act" means the Securities Exchange Act of 1934, as amended. "Qualified IPO" means the Company's first firm commitment underwritten public offering of its Common Stock under the Act, provided that such offering results in aggregate gross cash proceeds to the Company of not less than $100,000,000 in the aggregate. "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document. "SEC" means the Securities and Exchange Commission. "Securities Laws and Regulations" means (i) all applicable federal, state or other securities laws (including but not limited to the Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder, the 1934 Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder or the rules and regulations of any securities exchange) and (ii) all rules and regulations of FINRA or any other self-regulatory organization that are applicable to the Company, the Investor or any underwriter participating in the Qualified IPO, as applicable.
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Certain Defined Terms. In addition to the terms defined
above, elsewhere in this Agreement, the following terms shall have the following meanings:
"Act" means the Securities Act of 1933, as amended. 1.1 "Affiliate" means, with respect to any specified
person, Person, any other
person who or which, Person who, directly or indirectly, controls, is controlled by, or is under common control with such
specified person, Person, including, without limitation, any
direct or indirect subsidiary of such person that is at least... 50% controlled by such person, general partner, managing member, officer, director or manager trustee of such person and Person, or any venture capital fund or other -3- registered investment fund company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisers of, or is under common shares the same management company or investment management adviser with, such person. "Common Stock" Person. For purposes of this definition, the term "control", when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities, by contract or otherwise; provided, for the avoidance of doubt, that a Person owning or controlling a minority interest in another Person by means of a minority investment (or a functional equivalent which would reasonably be understood to represent a minority investment or minority interest in a partnership or other entity) shall not be deemed to "control" such other Person. 1.2 "Board" means the Company's common stock, par value $0.001 per share. board of directors. 1.3 "Exchange Act" means the Securities Exchange Act of 1934, as amended. 1.4 "FINRA" means the Financial Industry Regulatory Authority, Inc. and any successor organizations or entities thereto. 1.5 "Investor Maximum Allocated Shares" means a number of shares of Common Stock equal to the greater of (i) the number of shares of Common Stock equal to $2.5 million $10,000,000 divided by the Qualified IPO price per share. share to the public in the IPO (as defined below) and (ii) the total number of shares sold in the IPO (excluding any shares sold or to be sold pursuant to any over-allotment or green shoe option) by the Company, multiplied by Investor's percentage equity ownership of the Company (calculated in each case on an as-converted and fully diluted basis, but excluding any shares underlying any warrants or requiring additional payments to receive the underlying Common Stock upon exercise) immediately prior to the consummation of the IPO. 1.6 "Investors' Rights Agreement" shall mean that certain Sixth Amended and Restated Investors' Rights Agreement Agreement, dated as of on or around the date hereof, by and among the Company, the Series F Investors Investor and certain other parties thereto, as may be amended or restated from time to time. "1934 Act" means the Securities Exchange Act of 1934, as amended. "Qualified IPO" 1.7 "IPO" means the Company's first firm commitment underwritten public offering of its Common Stock under the Act, provided that such offering results in aggregate gross cash proceeds Securities Act. 1.8 "IPO Participation Right" shall mean the right of Investor to the Company of not less than $100,000,000 purchase shares in the aggregate. IPO pursuant to Section 2 herein. 1.9 "Person" means any individual, corporation, partnership, trust, limited liability company, association or other entity. 1.10 "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document. 1.11 "SEC" means the Securities and Exchange Commission. 1.12 "Securities Act" means the Securities Act of 1933, as amended. 1.13 "Securities Laws and Regulations" means (i) all applicable federal, state or other securities laws (including but not limited to the Securities Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder, the 1934 Exchange Act, as amended from time to time, and the rules and regulation from time to time promulgated thereunder or the rules and regulations of any securities exchange) and (ii) all rules and regulations of FINRA or any other self-regulatory organization that are applicable to the Company, the Investor or any underwriter participating in the Qualified IPO, as applicable.
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Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day (i) other than a day on which banks are permitted or required to be closed in New York City or the City of London and (ii) that is a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the "TARGET2 system"), or any successor thereto, operates; (c) the
... term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act; and (d) the term "significant subsidiary" has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.
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Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act;
and (b) the term "business day" means any day (i) other than a day on which banks are permitted or required to be closed in New York City or the City of
London London, and (ii) that is a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the
"TARGET2 system"), TARGET2 system), or any
... successor thereto, operates; (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act; and (d) the term "significant subsidiary" has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act. operates.
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