definiens: means ( i ) with respect to any Win State Payment arising as a result of the Trading Price Trigger Date, the later of ( x ) ninety ( 90 ) business days following such Trading Price Trigger Date, and ( y ) the first anniversary of the Initial Public Offering(plus, in the case of each of clauses ( x ) and ( y ), a 90 - day grace period at the Company ’s option if the Company is contemplating capitalmarket transactions during the grace period such as a secondary offering ), and ( ii ) with respect to any Win State Payment arising as a resultof a Company Sale Trigger Date, the earlier of ( x ) the date on which any proceeds from the Company Sale are paid or distributed to anystockholder, and ( y ) the date that is ninety ( 90 ) days after the Company Sale Trigger Date ; provided, that in the case of each of clauses(i ) and ( ii ) above, in the event that at the time the relevant Trigger Date occurs the Applicable Company Party is actively considering(provided such consideration results in substantive discussions within ten ( 10 ) business days ), or is actively involved in substantivediscussions for, a financing or a Company Sale, then the Win State Payment Date shall be the later of ( x ) the date determined pursuant toclause ( i ) above, ( y ) the 30th day after the date the discussions with respect to such financing or Company Sale are terminated, and ( z ) theclosing date of such financing or Company Sale