Radius Proceeds

Radius Proceeds. Means an amount equal to all proceeds received by Radius in respect of the Shares, and shares of Common Stock issued on the conversion thereof, after the date hereof and as of the first to occur of a Change of Control Transaction and an Initial Public Offering, including without limitation all dividends, redemption proceeds, the Preferred Liquidation Amount (as applicable), and the Participation Distributions (as applicable), but, except as otherwise set forth in Section 1(a)(v), excluding (i)... any amounts thereof that are not actually received, but instead only receivable, by Radius in a Change of Control Transaction (the "Excluded Amounts"), including without limitation, amounts that are (1) held in escrow or subject to any holdback, (2) subject to any earn-out, and (3) otherwise subject to any contingencies in an a Change of Control Transaction, (ii) any amounts thereof that are received in connection with a transfer, sale or other disposition by Radius to an affiliate of Radius provided that such affiliate agrees to be bound by the terms hereof, and (iii) the Company Payment. View More