Registered Offering

Registered Offering. Means the U.S. tranche of any initial public offering, follow-on or secondary offering or other offering of equity or equity derivative securities (including common stock, preferred stock, convertible debt securities and warrants or other securities convertible into or exchangeable for the same or other equity or equity derivative securities) of a Covered Issuer that is registered with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended.

Registered Offering. A firm commitment, underwritten initial public offering of Class A Common Stock registered pursuant to the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 23, 2007 (Registration No. 333-143205) and consummated on or prior to December 31, 2007.