Common use of Liquidation Priority Clause in Contracts

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).

Appears in 85 contracts

Sources: Safe (Plus Automation, Inc.), Safe (Plus Automation, Inc.), Safe (Simple Agreement for Future Equity) (IX Acquisition Corp.)

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 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).

Appears in 10 contracts

Sources: Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity)

Liquidation Priority. In a Liquidity Event or Dissolution Repayment 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-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).

Appears in 5 contracts

Sources: Safe (Simple Agreement for Future Equity), Safe Agreement, Safe (Simple Agreement for Future Equity)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Stockpreferred securities. 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 StockSecurities); (ii) On par with payments for other Safes and/or Preferred StockSecurities, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred StockSecurities, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock Securities in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common StockSecurities. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock Securities and other Safes and/or Preferred Stock Securities who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock Securities 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).

Appears in 4 contracts

Sources: Simple Agreement for Future Equity (Safe), Simple Agreement for Future Equity (Safe), Simple Agreement for Future Equity (Safe)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Stockshares. 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 StockShare); (ii) On par with payments for other Safes and/or Preferred StockPreference Share, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred StockPreference Share, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock Preference Share in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common StockOrdinary Share. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock Ordinary Share and other Safes and/or Preferred Stock Preference Share who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock Ordinary Share 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).

Appears in 3 contracts

Sources: Safe (Neo Aeronautics, Inc.), Safe (Neo Aeronautics, Inc.), Safe (Simple Agreement for Future Equity) (Neo Aeronautics, Inc.)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe SAFE is intended to operate like standard non-participating Preferred Stockpreferred stock. The Investor’s right to receive its Cash-Out Amount is: (i) 1.4.1. 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) 1.4.2. 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) 1.4.3. Senior to payments for Common Stock. The Investor’s right to receive its Conversion Amount is (Ai) 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 (Bii) 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).

Appears in 3 contracts

Sources: Simple Agreement for Future Equity (Safe) (Copyright Wallet Inc.), Simple Agreement for Future Equity (Safe) (Kovo LLC), Simple Agreement for Future Equity (Safe) (Kovo LLC)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred StockUnits. 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 StockUnits); (ii) On par with payments for other Safes and/or Preferred StockUnits, and if the applicable Proceeds are insufficient insufficient to permit full payments to the Investor and such other Safes and/or Preferred StockUnits, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock Units in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common StockUnits. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock Units and other Safes and/or Preferred Stock Units who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock Units 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).

Appears in 3 contracts

Sources: Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred StockShares. 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 StockShares); (ii) On par with payments for other Safes and/or Preferred StockShares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred StockShares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock Shares in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common StockOrdinary Shares. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock Ordinary Shares and other Safes and/or Preferred Stock Shares who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock 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 Cash-Out Amounts or similar liquidation preferences).

Appears in 2 contracts

Sources: Safe Agreement, Safe (Simple Agreement for Future Equity)

Liquidation Priority. In a Liquidity Event Change of Control or Dissolution Event, this Safe is intended to operate like standard equity (non-participating Preferred Stock or Common Stock), subject to the priority below. The Investor’s right to receive its Cash-Out Amount is: (i1) Junior to payment of outstanding indebtedness and creditor claims, including any and all Senior Indebtedness and contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Capital Stock)payment; (ii2) On par with payments for other Safes and/or Preferred StockSafes, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred StockSafes, 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 (iii3) Senior to payments for Preferred Stock and Common Stock. The Investor’s right to receive its Conversion the Change of Control Share 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 (i3(b)(1) and (ii2) above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences).

Appears in 2 contracts

Sources: Safe (Backblaze, Inc.), Safe (Backblaze, Inc.)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe 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 SAFEs and/or Preferred Stock, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes SAFEs and/or Preferred Stock, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes 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 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).

Appears in 2 contracts

Sources: Safe Agreement (Portage Biotech Inc.), Simple Agreement for Future Equity (Safe)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred StockShares. 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 StockShare Capital); (ii) On par with payments for other Safes and/or Preferred StockShares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred StockShares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock Shares in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common StockOrdinary Shares. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock Ordinary Shares and other Safes and/or Preferred Stock Shares who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock 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 Cash-Out Amounts or similar liquidation preferences).

Appears in 1 contract

Sources: Safe (Evogene Ltd.)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred StockPreference Shares. The Investor’s right to receive its 45% 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 StockShares); (ii) On par with payments for other Safes and/or Preferred StockPreference Shares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred StockPreference Shares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock Preference Shares in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common StockOrdinary Shares. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock Ordinary Shares and other Safes and/or Preferred Stock Preference Shares who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock 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 Cash-Out Amounts or similar liquidation preferences).

Appears in 1 contract

Sources: Hybrid Securities Contract

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred StockShares. The Investor’s right to receive its Cash-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 StockShares); (ii) On par with payments for other Safes and/or Preferred StockShares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred StockShares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock Shares in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common StockShares. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock Shares and other Safes and/or Preferred Stock Shares who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock Share basis, and (B) junior to payments described in clauses (i) and and (ii) above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences).

Appears in 1 contract

Sources: Simple Agreement for Future Equity (Safe)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-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-Cash- Out Amounts or similar liquidation preferences).

Appears in 1 contract

Sources: Safe

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. . (iv) 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).

Appears in 1 contract

Sources: Safe (Simple Agreement for Future Equity) (AltC Acquisition Corp.)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe SAFE is intended to operate like standard non-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 SAFEs and/or Preferred Stock, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes SAFEs and/or Preferred Stock, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes 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 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).

Appears in 1 contract

Sources: Safe Agreement

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Class A Common 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 Class A Common Stock, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Class A Common Stock, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Common Stock in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common Stock. and 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).

Appears in 1 contract

Sources: Safe (Elauwit Connection, Inc.)

Liquidation Priority. In a Liquidity Deemed Liquidation 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 StockSafes, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred StockSafes, 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 Preferred Stock and 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).

Appears in 1 contract

Sources: Simple Agreement for Future Equity (Safe) (Lendbuzz Inc.)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred StockUnits. 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 StockUnits); (ii) On par with payments for other Safes and/or Preferred StockUnits, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred StockUnits, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock Units in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common StockUnits. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock Units and other Safes and/or Preferred Stock Units who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock Units 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).

Appears in 1 contract

Sources: Safe (Simple Agreement for Future Equity)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred StockShares. The Investor’s right to receive its Cash-Out Amount is: (ia) Junior 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 StockShares); (iib) On on par with payments for other Safes and/or Preferred StockShares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred StockShares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock Shares in proportion to the full payments that would otherwise be due; and (iiic) Senior senior to payments for Common StockShares. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock Shares and other Safes and/or Preferred Stock Shares who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock Share basis, and (B) junior to payments described in clauses (i) and and (ii) above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences).

Appears in 1 contract

Sources: Simple Agreement for Future Equity (Safe)

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 StockStock (as defined below). 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).

Appears in 1 contract

Sources: Safe (Simple Agreement for Future Equity)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-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).

Appears in 1 contract

Sources: Safe (Simple Agreement for Future Equity)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred StockShares. 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 StockShares); (ii) On par with payments for other Safes and/or Preferred StockShares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred StockShares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock Shares in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common StockShares. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock Shares and other Safes and/or Preferred Stock Shares who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock Share 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).

Appears in 1 contract

Sources: Simple Agreement for Future Equity (Safe)

Liquidation Priority. In a Liquidity Event or Dissolution Repayment 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).

Appears in 1 contract

Sources: Safe (Simple Agreement for Future Equity)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Stock. The Stock-.Out AmTohunteis: Investor’s right to receive its Cash-Out Amount is:r (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 ConnvSteocrk asndioothenr Am 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).

Appears in 1 contract

Sources: Simple Agreement for Future Equity (Safe)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred StockShares. The Investor’s right to receive its Cash-Out Purchase Amount is:: SAMPLE (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 StockShares of the Company); (ii) On par with payments for other Safes and/or Preferred StockShares, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred StockShares, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock Shares in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common StockOrdinary Shares. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock Ordinary Shares and other Safes and/or Preferred Stock Shares who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock 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 Cash-Out Purchase Amounts or similar liquidation preferences).

Appears in 1 contract

Sources: Safe (Simple Agreement for Future Equity)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe 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 SAFEs and/or Preferred Stock, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes SAFEs and/or Preferred Stock, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes 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 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).

Appears in 1 contract

Sources: Simple Agreement for Future Equity (Safe)

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe SAFE is intended to operate like standard non-participating Preferred Stock. The Investor’s ODX'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 SAFEs and/or Preferred Stock, and if the applicable Proceeds are insufficient to permit full payments to the Investor ODX and such other Safes SAFEs and/or Preferred Stock, the applicable Proceeds will be distributed pro rata to the Investor ODX and such other Safes 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 ODX's right to receive its Conversion Amount is (A) on par with payments for Common Stock and other Safes 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).

Appears in 1 contract

Sources: Safe (Simple Agreement for Future Equity)