definiens: means the sale of capital stock of Licensee, in one or more transactions, that constitute a bona fide equity financing at such time as the Net Proceeds to Licensee from third party investorsthat are not Affiliates of Licensee in such equity financing(s ) are less than or equal to the Qualified FinancingProtection Ceiling ; provided that if capital stock of Licensee is sold in a single transaction or series of relatedtransactions for different purchase prices and any of such shares of capital stock are included for purposes ofdetermining the number of shares of Qualifying Stock to be issued to COH pursuant to Section 4.3, each share ofcapital stock that is sold for the lowest purchase price shall be deemed to be have sold first ( regardless of the date onwhich such shares are actually sold ) and the next number of shares of capital stock that are sold for the next highestpurchase price shall be deemed to have sold next, et cetera, until the Net Proceeds from all such sales ( applying alltransaction expenses to the first shares issued ( except to the extent that such expenses are calculated on a pershare basis, such as sales commission, which shall be applied only to the shares included in such calculation ) areequal to the Qualified Financing Protection Ceiling