Event of Sale. (a) the sale by the stockholders of Radius in a single transaction or a series of related transactions, of issued and outstanding shares of capital stock of Radius that represent a majority of the voting power of Radius to one or more third parties that are not Affiliates of such stockholders, provided that this clause (a) shall not be applicable to Radius from and after the earlier of (i) the closing of the initial public offering of Radius and (ii) the date on which any preferred stock or... common stock of Radius is otherwise publicly traded or registered under the Securities Exchange Act of 1934, as amended; (b) the merger, consolidation or reorganization with or into any other corporation, entity or Person or any other corporate reorganization, in which the holders of the capital stock of Radius immediately prior to such merger, consolidation or reorganization, together with such holder's Affiliates, do not hold shares of capital stock of the surviving entity that represent more than 50% of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such merger, consolidation or reorganization; or (c) the sale, exclusive license or other disposition of all or substantially all of the assets or intellectual property of Radius, in a single transaction or series of related transactions, to one or more third parties that are not Affiliates of Radius. For purposes of clarification, Event of Sale shall not include any transaction involving Radius and the Shell Company Successor that is described in clause (iii) of the Shell Company Successor definition.View More
