Shadow Preferred Stock definition

Shadow Preferred Stock means the shares of a series of Preferred Stock issued to the Holder in a Next Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to: (i) the per share liquidation preference and the conversion price for purposes of price- based anti-dilution protection, which will equal the Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Conversion Price.
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Shadow Preferred Stock means that certain series of the Company’s preferred stock having the same rights, preferences and privileges as the original series of preferred stock issuable upon exercise of the Eligible Warrant, except that the original issuance price and liquidation preference of such series of preferred stock shall be $7.00. Such Shadow Preferred Stock shall consist of “Series C-1 Preferred Stock,” “Series D-1 Preferred Stock” and “Series E-1 Preferred Stock,” as applicable.
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Shadow Preferred Stock is selected in the SAFE as the Conversion Securities in Equity Financing, the number of shares of Shadow Preferred Stock equal to the Purchase Amount divided by the Conversion Price; or
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Examples of Shadow Preferred Stock in a sentence

  • If there is a Next Equity Financing before the termination of this instrument, the Company will automatically issue to the Holder a number of shares of Shadow Preferred Stock equal to the Conversion Amount divided by the Conversion Price.

  • The holder of any Nonparticipating Shares of Shadow Preferred Stock pursuant to this subparagraph 6.5(g) hereof shall deliver to the Corporation during regular business hours at the office of any transfer agent of the Corporation for the Preferred Stock, or at such other place as may be designated by the Corporation, the certificate or certificates for the Nonparticipating Shares so converted, duly endorsed or assigned in blank or to the Corporation.

  • Upon such conversion of Nonparticipating Shares into Shadow Preferred Stock, the Nonparticipating Shares so converted shall be cancelled and not subject to reissuance.

  • The Board of Directors shall take all necessary actions to designate such new Shadow Preferred Stock series.

  • The person in whose name the certificate for such new series of Shadow Preferred Stock is to be issued shall be deemed to have become a stockholder of record on the Dilutive Financing Date unless the transfer books of the Corporation are closed on that date, in which event he shall be deemed to have become a stockholder of record on the next succeeding date on which the transfer books are open.

  • As promptly as practicable thereafter, the Corporation shall issue and deliver to such holder, at the place designated by such holder, a certificate or certificates for the number of full shares of the new series of Shadow Preferred Stock to which such holder is entitled.


More Definitions of Shadow Preferred Stock

Shadow Preferred Stock means, to the extent the SAFE has a Valuation Cap (and the Conversion Price is less than the Standard Preferred Stock Price) and/or a Discount and the Conversion Securities in Equity Financing (if Valuation Cap or Discount) for the SAFE are “Shadow Preferred Stock,” the shares of the series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, powers, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to (a) the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and
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Shadow Preferred Stock means, to the extent the SAFE has a Valuation Cap (and the Conversion Price is less than the Standard Preferred Price) and/or a Discount and “Shadow Preferred Stock” is selected in the SAFE as the Conversion Securities in Equity Financing, the shares of the series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, powers, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to (a) the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (b) the basis for any dividend rights, which will be based on the Conversion Price.
Sample 1
Shadow Preferred Stock means, to the extent the SAFE has a Valuation Cap (and the Conversion Price is less than the Standard Preferred Price) and/or a Discount and “Shadow Preferred Stock” is selected in the SAFE as the Conversion Securities in Equity Financing, the shares of the series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, powers, privileges, preferences, seniority, liquidation multiple and restrictions as the shares of Standard Preferred Stock, except that any price-based preferences (such as the per share liquidation amount, initial conversion price and per share dividend amount) will be based on the Conversion Price.
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Shadow Preferred Stock set forth in Section 1.1 is hereby amended and restated in its entirety as follows:
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Shadow Preferred Stock means the shares of a series of Preferred Stock issued to the Holder in a Next Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to: (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Conversion Price.
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Related to Shadow Preferred Stock

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • Series A Preferred Stock means shares of the Company’s Series A Preferred Stock, par value $0.00001 per share.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

  • Series D Preferred Stock means shares of the Company’s Series D Preferred Stock, par value $0.00001 per share.

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Series C Preferred Stock means shares of the Company’s Series C Preferred Stock, par value $0.0001 per share.

  • Series B Preferred Stock means shares of the Company’s Series B Preferred Stock, par value $0.00001 per share.

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

  • Voting Preferred Stock means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 8(b) below) or any other matter as to which the holders of Series E are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series E) that rank equally with Series E either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Series G Preferred Stock means the Corporation's Series G Convertible Preferred Stock, par value $0.004 per share.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series E Preferred Stock means the Series E Preferred Stock, par value $0.001, of the Company.

  • Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.

  • Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.

  • Class A Preferred Stock means the Class A Preferred Stock of the Company, par value $0.0001 per share.

  • Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.001 per share.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series A-1 Preferred Stock means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Company Series B Preferred Stock means the Series B Preferred Stock, par value $0.0001 per share, of the Company.

  • Qualified Preferred Stock means any preferred capital stock of Holdings or the Lead Borrower so long as the terms of any such preferred capital stock (x) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to the 91st day after the Latest Maturity Date at as of the date such Qualified Preferred Stock was issued other than (i) provisions requiring payment solely (or with provisions permitting Holdings or the Lead Borrower, as applicable, to opt to make payment solely) in the form of common Equity Interests or Qualified Preferred Stock of Holdings or the Lead Borrower, as applicable, or any Equity Interests of any direct or indirect Parent Company of Holdings or the Lead Borrower, as applicable, (ii) provisions requiring payment solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale are subject to the payment in full of all Obligations in cash (other than unasserted contingent indemnification obligations) or such payment is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder) and (iii) with respect to preferred capital stock issued to any plan for the benefit of employees of Holdings or the Lead Borrower, as applicable, or its Subsidiaries or by any such plan to such employees, provisions requiring the repurchase thereof in order to satisfy applicable statutory or regulatory obligations and (y) give Holdings or the Lead Borrower the option to elect to pay such dividends or distributions on a non-cash basis or otherwise do not require the cash payment of dividends or distributions at any time that such cash payment is not permitted under this Agreement or would result in a Default or Event of Default hereunder.