Sale Transaction

Sale Transaction. Means (i) the sale of shares of Wize IL and/or OcuWize to a third party that is not an Affiliate of Wize Group; (ii) an M&A Transaction; (iii) the sale of assets of Wize IL and/or OcuWize, or of the portion of Wize IL's and/or OcuWize's business or assets relating to the LO2A Technology; (iv) any transaction or series of related transactions pursuant to which persons or entities (who were not, prior to such transaction, shareholders of Wize IL) acquire issued and outstanding shares of Wize IL... or the right to appoint or elect at least fifty percent (50%) of the directors of Wize IL, and/or (v) any of the above transactions if undertaken by an Affiliate of Wize IL to which the Wize IL has licensed the LO2A Technology. For the sake of clarity, an issuance or sale of shares of Wize Inc. itself (not shares of Wize IL or OcuWize or any other LO2A Affiliate), or assets of Wize Inc. that are not directly related to the LO2A Technology or to the LO2A Proceeds, does not constitute a Sale Transaction, except as specified in Section 5.4 below. Notwithstanding the foregoing, the term Sale Transaction shall not include any transaction or series of related transactions that are part of an internal voluntary reorganization and/or restructuring of Wize Group that does not involve the acquisition of control by a third party not affiliated with Wize Group, such the merger of OcuWize with and into Wize IL, or vice versa. View More

Sale Transaction. (a) (i) the merger or consolidation of the Company into or with one or more Persons, (ii) the merger or consolidation of one or more Persons into or with the Company or (iii) a tender offer or other business combination if, in the case of (i), (ii) or (iii), the stockholders of the Company prior to such merger, consolidation, tender offer or other business combination do not retain at least a majority of the voting power of the surviving Person or (b) the voluntary sale, conveyance, exchange or... transfer to another Person of (i) the voting Capital Stock of the Company if, after such sale, conveyance, exchange or transfer, the stockholders of the Company prior to such sale, conveyance, exchange or transfer do not retain at least a majority of the voting power of the Company (but excluding any bona fide financing of the Company) or (ii) all or substantially all of the assets of the Company View More

Sale Transaction. Any of the following transactions: (a) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shares of capital stock of the Company immediately prior to such consolidation, merger or reorganization, continue to represent a majority of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary,... its parent) immediately after such consolidation, merger or reorganization; (b) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company's voting power is transferred, excluding any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof; or (c) any sale, lease, exclusive license or other disposition of the intellectual property or assets of the Company. View More