Sale Event

Sale Event. Shall mean, regardless of form thereof, the consummation, in any transaction or series of related transactions, of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation involving the Company in which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the... outstanding voting power of the successor entity immediately upon completion of such transaction, (iv) the sale of all or a majority of the outstanding capital stock of the Company to an unrelated person or entity or (v) any other transaction in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of the transaction; provided, however, that the consummation of a public offering of shares of capital stock by the Company shall in no event be deemed a Sale Event. View More

Sale Event. The consummation of (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), (iii) the acquisition of all or a majority of the outstanding... voting stock of the Company in a single transaction or a series of related transactions by a Person or group of Persons, (iv) a Deemed Liquidation Event (as defined in the Company's Certificate of Incorporation (as may be amended, restated or otherwise modified from time to time)), or (v) any other acquisition of the business of the Company, as determined by the Board; provided, however, that the Company's Initial Public Offering, any subsequent public offering or another capital raising event, or a merger effected solely to change the Company's domicile shall not constitute a "Sale Event." Notwithstanding the foregoing, where required to avoid extra taxation under Section 409A of the Internal Revenue Code, a Sale Event must also satisfy the requirements of Treas. Reg. Section 1.409A-3(a)(5). View More

Sale Event. Means any (i) consolidation or merger of the Borrower into or with any other entity or entities which results in the exchange of outstanding shares of Capital Stock of the Borrower for securities or other consideration issued or paid or caused to be issued or paid by any such entity or any affiliate thereof (other than (A) a merger or consolidation to reincorporate the Borrower in a different jurisdiction, or (B) a merger or consolidation in which the stockholders of the Borrower immediately... prior to such consolidation or merger shall own more than 50% of the outstanding shares of capital stock or have sufficient voting power (by virtue of number of votes and/or special voting rights) to elect a majority of the members of the board of directors of the resulting or surviving Borrower immediately after such consolidation or merger (a "Merger Acquisition"), (ii) the sale or transfer by the Borrower of all or substantially all its assets, or the sale by the Borrower after February 23, 2007 of assets resulting in aggregate net cash proceeds to the Borrower in excess of Twenty Five Million Dollars ($25,000,000.00) (an "Asset Sale"), or (iii) the sale or transfer by the Borrower's stockholders of outstanding shares of Capital Stock that have sufficient voting power (by virtue of number of votes and/or special voting rights) to elect a majority of the members of the Board of Directors, in a single transaction or series of related transactions, to a person, entity or "group" (as such term is used in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) (a "Change of Control"). View More

Sale Event. Means one of the following: (i) the occurrence of a Change of Control of the Company, (ii) a transfer of all or substantially all of the assets of the Company to any person or entity in a single transaction or series of related transactions, or (iii) a merger or consolidation of the Company or any other transaction which would result in the voting securities of the Company outstanding immediately prior thereto to no longer represent more than seventy percent (70%) of the combined voting power... of the voting securities of the Company or such surviving entity outstanding immediately after such merger, consolidation or other transaction; provided, however, that a merger or ----------------- consolidation effected to implement a redomestication or recapitalization of the Company (or similar transaction) shall not constitute a Sale Event. View More

Sale Event. (i) the consolidation or merger of the Company into or with any other entity or entities which results in the exchange of outstanding shares of the Company for securities or other consideration issued or paid or caused to be issued or paid by any such entity or affiliate thereof (other than a merger to reincorporate the Company in a different jurisdiction or one in which the holders of capital stock of the Company immediately prior to such ... merger or consolidation continue to hold at least 51% by voting power of the capital stock of the surviving corporation), (ii) any issuance, sale or transfer (or related issuances, sales or transfers) of shares of capital stock of the Company by the Company or any holder of such shares which results in the holders of capital stock of the Company immediately prior to such issuance, sale or transfer ceasing to continue to hold at least 51% by 4 voting power of the capital stock of the Company following such issuance, sale or transfer), (iii) the sale, lease, abandonment, transfer or other disposition by the Company of all or substantially all its assets or (iv) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. Notwithstanding the provisions of CLAUSE (II) of this definition, in no event shall a Qualified Financing be deemed to constitute a Sale Event. View More

Sale Event. Shall be deemed to occur if any one or more of the following occur(s): (1) the Company sells, transfers, licenses, assigns, or otherwise disposes of the Hemomax Technology or any portion thereof or interest therein, including without limitation transfers to an Affiliate of the Company; (2) a merger or consolidation of the Company with or into another entity, a sale of all or substantially all of the assets of the Company to another entity, a sale of a... majority of the voting power of the outstanding membership interests of the Company, or any other 4 transaction which results in a change of ownership or control over the Company or the Hemomax Technology. View More

Sale Event. Means the consummation of either (i) a "Deemed Liquidation Event" as defined in the Company's certificate of incorporation (as may be amended from time to time), but without regard to any waiver by the Required Holders (as described and defined therein) or (ii) a "Stock Sale" as defined in the Voting Agreement entered into on the date hereof by and among the Company and the holders of Company's capital stock party thereto (as may be amended from time to time). 2 "Service Provider"... means the Chief Executive Officer of the Company provided that during any period of Disability, Stockholder shall continue to be a Service Provider and no Termination Event shall be deemed to have occurred so long as he serves as the Chief Executive Officer, or a member of the Board (unless the Board determines in good faith that Stockholder's Disability renders him unable to satisfy the duties of a director, in which case Stockholder shall be treated as continuing to be a Service Provider so long as he serves as the Chief Executive Officer). View More

Sale Event. Means the consummation of a sale or other event by which the Subsidiary by which the Optionee is primarily employed ceases to be a Subsidiary of the Company. Type 2 - '99 Plan 11

Sale Event. Shall mean: (i) the sale of all, or substantially all, of DEI's consolidated assets in any single transaction or series of related transactions; or (ii) the sale, or series of related sales, of common stock of the Company or DEI possessing the ordinary voting power (on a fully-diluted basis) to elect a majority of the board of directors of the Company or the Board, as the case may be, to an independent third party or a group of affiliated independent... third parties; or (iii) any merger or consolidation of the Company or DEI with or into another corporation or other business entity (regardless of which entity is the surviving corporation) if, after giving effect to such merger or consolidation, the holders of the Company's or DEI's, as the case may be, voting securities (on a fully-diluted basis) immediately prior to the merger or consolidation own voting securities of the surviving or resulting corporation or other business entity representing less than a majority of the ordinary voting power to elect directors of the surviving or resulting corporation (on a fully-diluted basis). View More

Sale Event. Means any Asset Sale or Extraordinary Transaction.