Liquidation Priority Sample Clauses

Liquidation Priority. In a Liquidity Event or Dissolution Event, the SAFE Sequel NoteHolders’ right to receive its Cash-Out Amount is: (i) Junior to payment of outstanding secured indebtedness and secured creditor claims; (ii) On par with payments for other Equity Linked Securities, and if the applicable Proceeds are insufficient to permit full payments to the holders of SAFE Sequel Notes and other Equity Linked Securities, the applicable Proceeds will be distributed pro rata to holders of SAFE Sequel Notes and other Equity Linked Securities in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Equity Shares. The right of the SAFE Sequel Note Holders to receive its Conversion Amount is (A) on par with payments for Equity Shares and other Equity Linked Securities who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Equity Shares basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences, provided such payments do not reduce the SAFE Sequel Note Holders’ Conversion Amount below the Cash Out Amount)).

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating membership interests. The Investor’s right to receive its Cash-Out Amount is: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into membership interests); and (ii) On par with payments for other Safes and/or membership interests, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or membership interests, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or membership interests in proportion to the full payments that would otherwise be due; The Investor’s right to receive its Conversion Amount is (A) on par with payments for membership interests and other Safes who are also receiving Conversion Amounts or Proceeds on a similar as-converted to membership interests basis, and (B) junior to payments described in clauses (i) above (in the latter case, to the extent such payments are Cash- Out Amounts or similar liquidation preferences).

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Stock. The Investor’s right to receive its Cash-Out Amount is: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Capital Stock); (ii) On par with payments for other Safes and/or Preferred Stock, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Stock, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common Stock. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock and other Safes and/or Preferred Stock who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences).

Liquidation Priority. In a Liquidity Event, this REG-CF SAFE is intended to operate like standard non-participating Preferred Stock. The In- vestor’s right to receive its Cash-Out Amount is: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for pay- ment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Capital Stock); (ii) On par with payments for other Series 2021 REG-CF SAFEs, other SAFEs and/or Preferred Stock issued by the Company, and if the Proceeds are insufficient to permit full payments to the Investor and such other Series 2021 REG-CF SAFEs, other SAFEs and/or Preferred Stock issued by the Company, the applicable Proceeds will be distributed pro rata to the Investor and the holders of such other Series 2021 REG-CF SAFEs, other SAFEs and/or Preferred Stock issued by the Company in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common Stock. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock and other Series 2021 REG-CF SAFEs, other SAFEs and/or Preferred Stock who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock basis, and (B) junior to payments described in clause (i) above.

Liquidation Priority. In a Liquidity Event or Dissolution Event, this SAFE is intended to operate like Investor already owns the Shares. The Investor’s right to receive its Cash-Out Amount is: i. Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Shares); and ii. On par with payments for other SAFEs and/or Shares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other SAFEs and/or Shares, the applicable Proceeds will be distributed pro rata to the Investor and such other SAFEs and/or Shares in proportion to the full payments that would otherwise be due.

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Stock. The Investor’s right to receive its Cash-Out Amount is: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Capital Stock);

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Shares. The Investor’s right to be issued the Conversion Shares entitling it to receive its Purchase Amount (if such amount is payable pursuant to Section 1(b) above), or to receive the Dissolution Amount (if such amount is payable pursuant to Section 1(c) above), is, in each case: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Share Capital); (ii) On par with payments for other Safes and/or Preferred Shares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Shares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Shares in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Ordinary Shares. The Investor’s right to be issued the Conversion Shares entitling it to receive its Conversion Amount (if such amount is payable pursuant to Section 1(b) above) is (A) on par with payments for Ordinary Shares and other Safes and/or Preferred Shares who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Ordinary Shares basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Purchase Amount or similar liquidation preferences).

Liquidation Priority. In a Liquidity Event or Dissolution Event, this CAFE is intended to operate like standard non-participating, junior Preferred Stock. The Investor’s right to receive its Conversion Amount is: (i) Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Capital Stock); (ii) Junior to payment of any outstanding senior series of Preferred Stock of the Company or any Converting Securities with similar senior liquidation preferences; (iii) On par with payments for other SAFEs and/or Preferred Stock who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock basis, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other SAFEs and/or Preferred Stock, the applicable Proceeds will be distributed pro rata to the Investor and such other SAFEs and/or Preferred Stock in proportion to the full payments that would otherwise be due; and (iv) Senior to payments for Common Stock.

Liquidation Priority. In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, the holder of the Callable Preferred Shares shall have a first priority on liquidation superior to that of the other Preferred Stock and Common Stock. The Callable Preferred Shareholders will be entitled to preferential amounts paid into the Corporation and be paid in full, for funds paid for the Callable Preferred Shares, if sufficient funds exist. A liquidation, dissolution, or winding-up of the Corporation, as such terms are used in this Section shall not be deemed to be occasioned by or to include any merger of the Corporation with or into one or more corporations or other entities, any acquisition or exchange of the outstanding shares of one or more classes or series of the Corporation, or any sale, lease, exchange, or other disposition of all or a part of the assets of the Corporation.