Qualifying corporation means any person classified for federal income tax purposes as an association taxable as a corporation, except either of the following:
Overall Share Limit means the sum of (i) 4,289,936 Shares; (ii) any Shares that are subject to Prior Plan Awards that become available for issuance under the Plan pursuant to Article V; and (iii) an annual increase on the first day of each year beginning in 2019 and ending in 2028, equal to the lesser of (A) 5% of the Shares outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of Shares as determined by the Board.
Qualified Equity Interests means any Equity Interests that are not Disqualified Equity Interests.
Federal covered investment adviser means a person registered under the Investment Advisers Act of 1940.