Company Sale

Company Sale. Means: (a) a merger or consolidation in which (i) the Company is a constituent party, or (ii) a Company Subsidiary is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (i) or (ii) any such merger or consolidation involving the Company or a Company Subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or... are converted into or exchanged for shares of capital stock which represent, immediately following such merger or consolidation, more than 50% by voting power of the capital stock of (A) the surviving or resulting corporation or (B) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company Subsidiary of all or substantially all the assets of the Company and the Company Subsidiaries taken as a whole (except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company Subsidiary); or (c) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entities. View More

Company Sale. Shall have the meaning set forth in the Note.

Company Sale. Means a Deemed Liquidation Event as such term is defined in the Amended and Restated Certificate of Incorporation, as amended from time to time.

Company Sale. The acquisition of all or substantially all of the assets or business of the Company, by merger, sale of assets or otherwise (except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold immediately following such merger or consolidation a majority by voting power of the capital stock of the surviving corporation)

Company Sale. Means (a) any Person or group (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) other than Purchaser or its Affiliates becomes the beneficial owner, directly or indirectly, of more than 50% of the outstanding Equity Interests of the Borrower or any direct or indirect parent company of the Borrower, (b) the sale, transfer or other disposition of all or substantially all of the Borrower's assets, or (c) the exclusive license by the Borrower to a Third Party of all... or substantially all of the Borrower's rights with respect to the Compound and any Product. View More

Company Sale. Any transaction whereby an Independent Third Party acquires directly or indirectly either (i) a majority of the equity of the Company or (ii) all or substantially all of the assets of the Company, by merger, amalgamation, consolidation, sale or transfer

Company Sale. (a) a merger or consolidation of the Company with or into any other Company or other business entity (except one in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold at least a majority of the Voting Securities of the surviving Company); (b) a sale, lease, exchange, exclusive license or other transfer (in one transaction or a related series of transactions) of all or substantially all of the Company's assets; or (c) the... acquisition by any person or any group of persons (other than the Company, any of its direct or indirect subsidiaries) acting together in any transaction or related series of transactions, of such number of shares of the Company's Voting Securities as causes such person, or group of persons, to own beneficially, directly or indirectly, as of the time immediately after such transaction or series of transactions, fifty percent (50%) or more of the combined voting power of the Voting Securities of the Company other than as a result of an acquisition of securities directly from the Company, or solely as a result of an acquisition of securities by the Company which by reducing the number of shares of the Voting Securities outstanding increases the proportionate voting power represented by the Voting Securities owned by any such person or group of persons to fifty percent (50%) or more of the combined voting power of such Voting Securities. View More

Company Sale. (a) a purchase, sale, exchange, merger, business combination or other transaction or series of related transactions in which a majority of the Company Post-Closing Common Shares are, directly or indirectly, converted into cash, securities or other property or non-cash consideration of or paid by an unrelated person or entity, including parties acting as a "group" as defined in Section 13(d)(3) of the Exchange Act (other than, in the case of this clause (a), any transaction in which the holders... of the Company Post-Closing Common Shares as of immediately prior to the consummation of such transaction continue to own a majority of the equity securities of the Company (or any successor or parent entity of the Company) immediately following the consummation of such transaction), (b) a direct or indirect sale, lease, exchange or other Transfer (regardless of the form of the transaction) in one transaction or a series of related transactions of all or substantially all of the Company's assets, as determined on a consolidated basis, to an unrelated person or entity, including parties acting as a "group" (as defined in Section 13(d)(3) of the Exchange Act) or (c) any transaction or series of related transactions that results, directly or indirectly, in the shareholders of the Company as of immediately prior to such transactions holding, in the aggregate, less than fifty percent (50%) of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction or fifty percent (50%) of the Equity Securities of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction (whether voting or non-voting) immediately after the consummation thereof (in the case of each of clause (a), (b) or (c), whether by amalgamation, merger, consolidation, arrangement, tender offer, recapitalization, purchase, issuance, sale or Transfer of Equity Securities or assets or otherwise) View More

Company Sale. Means a transaction or series of related transactions (whether by merger, consolidation, share transfer, new issuance of Voting Securities or otherwise) in which a Person (together with such Person's Affiliates and Immediate Family Members) acquires, directly or indirectly, (i) a majority of the voting power of the Company (or the surviving or acquiring entity) or (ii) all or substantially all of the assets of the Company and its direct and indirect subsidiaries (on a consolidated basis).

Company Sale. The occurrence of any of the following in one transaction or a series of related transactions: (i) the sale, exchange or other disposition for economic value of all or substantially all of the assets of Histogen; (ii) a merger, reorganization or consolidation for economic value in which Histogen is not the surviving entity or in which any person or entity other than a stockholder acquires equity constituting greater than fifty percent (50%) of the outstanding equity of Histogen; or (iii) the... issuance, sale or other transfer for economic value to any non-stockholder of equity constituting greater than fifty percent (50%) of the outstanding equity of Histogen View More