definiens: as defined in the * * * * Term Sheet ( a ), then, upon the closing of such Liquidity Event, [COMPANY] shall be paid from the proc eeds, as, if ; when and received by Histog enics or its stockholders, the Consideration ( as such term defin ed below ) . The term shall mean 7.81 25 % of the net proceeds of any Liquidity Event . In the eve nt that [COMPANY] requires financing exceeding th e $ 48 million contemplated by the * * * * Term Sheet prior t o a Liquidity Event, and one or more the investors ( including their successors and assigns ) participat ing in the financing contemplated by the * * * * Term Sheet ( the ) also participate in such addition al financing, then the Consideration will be subjec t to dilution pursuant to the following formula : $ 48 M x 7.8125 % = New Consideration Percentage ( $ 48 M + $ x ) where $ x is the additional amount of equity investm ent beyond the $ 48 million contemplated by the * * * * Term Sheet . The Consideration shall be paid from the net proceeds to be received by the [COMPANY] ’ stockh olders after the payment of ; ( a ) transaction costs to unaf filiated third parties, ( b ) repayment of debt incur red after the Effective Date, if any, and ( c ) the payment of all rights and * * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION . CONFIDENTIAL TREATMENT HAS BEEN REQUEST ED WITH RESPECT TO THE OMITTED PORTIONS