Major Investor

Major Investor. Means (i) any Investor that, individually or together with such Investor's Affiliates, holds at least 1,000,000 shares of Registrable Securities (on an as converted basis and as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) and each Person to whom any of the rights of any such Investor are assigned pursuant to Section 6.1; and (ii) with respect to any Investor that holds Series Seed Preferred Stock, any... such Investor that individually or together with such Investor's Affiliates, holds at least 405,624 shares of Registrable Securities (on an as converted basis and as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof); provided, however, that in no event shall Toray Industries, Inc. ("Toray") be deemed a Major Investor for purposes of Section 4 of this Agreement. View More

Major Investor. Means any Investor that, individually or together with such Investor's Affiliates, holds at least 666,000 shares of (i) Series A Preferred Stock or (ii) Series B Preferred Stock (in each case as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).

Major Investor. Means any Investor that, individually or together with such Investor's Affiliates, either (i) purchases (or who has committed to purchase pursuant to the Purchase Agreement), or (ii) receives pursuant to the Agreement and Plan of Merger by and among the Company, Sana Biotechnology IV, Inc., Cobalt Biomedicine, Inc., and VentureLabs VI, Inc., dated as of December 20, 2018, as amended (the "Merger Agreement"), at least 10,000,000 shares of Registrable Securities (as adjusted for any stock split,... stock dividend, combination or other recapitalization or reclassification effected after the date hereof). View More

Major Investor. Means any Investor that, individually or together with such Investor's Affiliates, holds at least 833,333 shares of Series B Preferred Stock or 714,285 shares of Series B-1 Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations) or, after the IPO, at least 714,285 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations).

Major Investor. Any Investor (or transferee of an Investor) that, individually or collectively with its Affiliates, holds at least 525,000 shares of Registrable Securities (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like); provided that any Disallowed SPV Entity shall not constitute an Affiliate of such Investor for the purposes of qualifying as a Major Investor

Major Investor. Means any Investor that holds not less than 2,900,000 shares of Series C Preferred Stock or not less than 1,500,000 shares of Series A Preferred Stock and Series B Preferred Stock, on a combined basis, as shall be adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to such applicable series of Preferred Stock. For clarity, at such time as any Investor who previously held the requisite number of shares of Preferred Stock set... forth above in this subsection (q) no longer holds at least such amount of Preferred Stock, such Investor shall lose its status as a Major Investor. View More

Major Investor. Means (i) any Investor that, individually or together with such Investor's Affiliates, holds at least 7,000,000 shares of Registrable Securities after the Closing under the Purchase Agreement (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) and (ii) for purposes of Section 4.1 only, Caltech for so long as they continue to hold all of the Caltech Registrable Securities.

Major Investor. Means any Series B Major Investor, any Series C Major Investor and any Series D Major Investor.

Major Investor. Means any Investor that, individually or together with such Investor's Affiliates, holds at least (a) 2,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) after the consummation of the Initial Closing (as defined in the Purchase Agreement) and (b) 4,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other... recapitalization or reclassification effected after the date hereof) after the consummation of the Secondary Closing (as defined in the Purchase Agreement). For the avoidance of doubt, any Investor who does not participate in the Secondary Closing (as defined in the Purchase Agreement) (other than such Investor who does not participate in the Secondary Closing as a result of a CFIUS Exception (as defined in the Purchase Agreement)), if such closing shall occur, by purchasing such Investor's Secondary Closing Share Amount (taking into account any Secondary Closing Shares purchased at an Elective Secondary Closing by such Investor) (each as defined in the Purchase Agreement) shall not be considered a Major Investor. View More

Major Investor. Means any Investor and any Person to whom any of the rights of such Person are assigned pursuant to Section 6.1 that, individually or together with such Investor's Affiliates, holds at least 5,816,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof); for the avoidance of doubt, any Investor's shares of Common Stock issued upon the conversion of Preferred Stock pursuant to... the "Special Mandatory Conversion" provisions of the Company's Certificate of Incorporation (or pursuant to corresponding provisions of the Company's prior certificates of incorporation), shall be excluded from the calculations of determining such Investor's shares of Registrable Securities. View More