iSAFE Sequel Notes definition
Examples of iSAFE Sequel Notes in a sentence
The terms in this iSAFE with respect to the iSAFE Sequel Notes are rights in rem attached to the iSAFE Sequel Notes, and may be assigned by the iSAFE Sequel Note Holder to any other person or entity without the Company’s or the Founders consent, and the Company shall be bound by its obligations under this iSAFE with respect to each assignee / transferee of the iSAFE Sequel Notes as if such assignee / transferee was a party to this iSAFE.
If there is a Dissolution Event before the Conversion Date, the iSAFE Sequel Notes will automatically be entitled to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable to the iSAFE Sequel Note Holders immediately prior to the consummation of the Dissolution Event.
The iSAFE Sequel Notes shall carry a right to non cumulative dividend @ 0.0001%.
However, if the Company pays a higher dividend on outstanding Equity Shares while the iSAFE Sequel Notes are outstanding, the Company will instead pay the Dividend Amount to the iSAFE Sequel Note Holders at the same time.
Notwithstanding anything contained in this iSAFE or the Articles of Association of the Company, iSAFE Sequel Note Holders shall be entitled to freely transfer the iSAFE Sequel Notes.
For this purpose, the Company shall and the Founders shall cause the Company to amend the Articles of Association of the Company to include the provisions set out in this iSAFE, before subscription of the iSAFE Sequel Notes in a form and substance acceptable to the iSAFE Sequel Note Holder.
If there is a Liquidity Event before the Conversion Date, the iSAFE Sequel Notes will automatically be entitled to receive a portion of Proceeds, due and payable to the iSAFE Sequel Note Holders immediately prior to, or concurrent with, the consummation of such Liquidity Event, equal to the greater of (i) the Investment Amount (the “Cash-Out Amount”) or (ii) the amount payable on the number of shares of Equity Shares equal to the Investment Amount divided by the Liquidity Price (the “Conversion Amount”).
If there is an Equity Financing before the termination of this iSAFE, on the initial closing of such Equity Financing, the iSAFE Sequel Notes will automatically convert into the number of shares of the Conversion Shares equal to the Investment Amount divided by the Conversion Price.
If there is a Liquidity Event before the Conversion Date, the iSAFE Sequel Notes will automatically be entitled to receive a portion of Proceeds, due and payable to the iSAFE Sequel Note Holders immediately prior to, or concurrent with, the consummation of such Liquidity Event, equal to the greater of (i) the Investment Amount (the “Cash- Out Amount”) or (ii) the amount payable on the number of shares of Equity Shares equal to the Investment Amount divided by the Liquidity Price (the “Conversion Amount”).
If there is an Equity Financing before the termination of this iSAFE, on the initial closing of such Equity Financing, the iSAFE Sequel Notes will automatically convert into the number of shares of the Conversion Shares equal to the Investment Amount divided by the Discount Price.