Business Day means any day except any Saturday, any Sunday, any day which
is a federal legal holiday in the United States, a legal holiday in the Republic of France or any day on which banking institutions in the State of California or in the Republic of France are authorized or required by law or other governmental
action to close.
Company has the meaning set forth in the preamble to this Agreement.
Company Registration Rights Indemnitee has the meaning set forth in Section 1.6(a)(ii).
Contract means any oral or written binding contract, subcontract, agreement, note, bond, mortgage, indenture, lease,
sublease, license, sublicense, permit, franchise or other instrument, obligation, commitment or arrangement or understanding of any kind or character.
control (including the terms controlled by and under common control with) means the
possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by Contract or
credit arrangement or otherwise.
controlling person has the meaning set forth in
Section 1.6(a)(i).
Damages means any and all claims, demands, suits, actions, causes of
actions, losses, costs, damages, liabilities, judgments, and reasonable and documented out-of-pocket expenses incurred or paid, including reasonable attorneys
fees, costs of investigation or settlement, other professionals and experts fees, court or arbitration costs.
Disclosure Package means, with respect to any offering of Registrable Securities, (a) the preliminary Prospectus or
Prospectus, as applicable, (b) each Free Writing Prospectus, and (c) all other information, in each case, that is deemed, under Rule 159 under the Securities Act, to have been conveyed to purchasers of Registrable Securities at the time of
sale of such securities.
Effectiveness Period has the meaning set forth in Section 1.5.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder,
as in effect from time to time.
FINRA means the Financial Industry Regulatory Authority, Inc. or any successor
regulatory organization.
Free Writing Prospectus means any free writing prospectus as defined in Rule 405
promulgated under the Securities Act relating to the Registrable Securities included in the applicable Registration Statement that has been approved for use by the Company.
Governmental Entity means any federal, national, foreign, supranational, state, provincial, county, local or other
government, governmental, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body of competent jurisdiction.
Investor has the meaning set forth in the preamble to this Agreement.
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