Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.
1.26 Restated Certificate means the Companys Third Amended and Restated Certificate of Incorporation, as amended from time to time.
1.27 Restricted Securities means the securities of the Company required to be notated with the legend set forth in Subsection 2.12(b) hereof.
1.28 Right of Co-Sale means the right, but not an obligation, of an Investor to participate in a Proposed Key Holder Transfer on the terms and conditions specified in the Proposed Transfer Notice.
1.29 SEC means the Securities and Exchange Commission.
1.30 SEC Rule 144 means Rule 144 promulgated by the SEC under the Securities Act.
1.31 SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act.
1.32 Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
1.33 Selling Expenses means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, other than the fees and disbursements of the Selling Holder Counsel borne and paid by the Company pursuant to Section 2.6.
1.34 T. Rowe Price shall mean T. Rowe Price Associates, Inc. and any successor or affiliated registered investment advisor to the T. Rowe Price Investors.
1.35 T. Rowe Price Investors shall mean the Investors that are advisory clients of T. Rowe Price.
2. Registration Rights. The Company covenants and agrees as follows:
2.1 Demand Registrations.
(a) Form S-1 Demand. If at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least fifty percent (50%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to the Registrable Securities then outstanding, then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the Demand Notice) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be