Common use of Dissolution Event Clause in Contracts

Dissolution Event. If there is a Dissolution Event before this instrument expires or terminates, the Company will pay (i) first to the Senior Preferred Holders any amounts due and payable to them in connection with a Dissolution Event under the Company’s certificate of incor- poration (the “Senior Preferred Holders’ Payment”) and (ii) second an amount equal to the Purchase Amount, due and payable to the Investor immediately prior to, or concurrent with, the consummation of the Dissolution Event. The Purchase Amount will be paid prior and in prefer- ence to any Distribution of any of the assets of the Company to holders of outstanding Common Stock by reason of their ownership thereof. If immediately prior to the consummation of the Dis- solution Event and after payment of the Senior Preferred Holders’ Payment, the assets of the Company legally available for distribution to the Cash-Out Investors, as determined in good faith by the Company’s board of directors, are insufficient to permit the payment to the Cash-Out In- vestors of their respective Purchase Amounts, then the entire assets of the Company legally avail- able for distribution will be distributed after the Senior Preferred Holders’ Payment with equal priority and pro rata among the Cash-Out Investors in proportion to the Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(c).

Appears in 12 contracts

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

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Dissolution Event. If there is a Dissolution Event before this instrument expires or terminates, the Company will pay (i) first to the Senior Preferred Holders any amounts due and payable to them in connection with a Dissolution Event under the Company’s certificate of incor- poration incorporation (the “Senior Preferred Holders’ Payment”) and (ii) second an amount equal to the Purchase Amount, due and payable to the Investor immediately prior to, or concurrent with, the consummation of the Dissolution Event. The Purchase Amount will be paid prior and in prefer- ence preference to any Distribution of any of the assets of the Company to holders of outstanding Common Stock by reason of their ownership thereof. If immediately prior to the consummation of the Dis- solution Dissolution Event and after payment of the Senior Preferred Holders’ Payment, the assets of the Company legally available for distribution to the Cash-Out Investors, as determined in good faith by the Company’s board of directors, are insufficient to permit the payment to the Cash-Out In- vestors Investors of their respective Purchase Amounts, then the entire assets of the Company legally avail- able available for distribution will be distributed after the Senior Preferred Holders’ Payment with equal priority and pro rata among the Cash-Out Investors in proportion to the Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(c).

Appears in 11 contracts

Samples: Safe (Simple Agreement for Future Equity) (Snapwire Media, Inc.), Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity)

Dissolution Event. If there is a Dissolution Event before this instrument expires or terminates, the Company will pay (i) first to the Senior Preferred Holders any amounts due and payable to them in connection with a Dissolution Event under the Company’s certificate of incor- poration incorporation (the “Senior Preferred Holders’ Payment”) and (ii) second an amount equal to the Purchase Amount, due and payable to the Investor immediately prior to, or concurrent with, the consummation of the Dissolution Event. The Purchase Amount will be paid prior and in prefer- ence preference to any Distribution of any of the assets of the Company to holders of outstanding Common Stock Ownership Interest by reason of their ownership thereof. If immediately prior to the consummation of the Dis- solution Dissolution Event and after payment of the Senior Preferred Holders’ Payment, the assets of the Company legally available for distribution to the Cash-Out Investors, as determined in good faith by the Company’s board of directors, are insufficient to permit the payment to the Cash-Out In- vestors Investors of their respective Purchase Amounts, then the entire assets of the Company legally avail- able available for distribution will be distributed after the Senior Preferred Holders’ Payment with equal priority and pro rata among the Cash-Out Investors in proportion to the Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(c).

Appears in 1 contract

Samples: Safe (Simple Agreement for Future Equity)

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Dissolution Event. If there is a Dissolution Event before this instrument expires or terminates, the Company will pay (i) first to the Senior Preferred Holders any amounts due and payable to them in connection with a Dissolution Event under the Company’s certificate of incor- poration incorporation (the "Senior Preferred Holders’ Payment”' Payment ") and (ii) second an amount equal to the Purchase Amount, due and payable to the Investor immediately prior to, or concurrent with, the consummation of the Dissolution Event. The Purchase Amount will be paid prior and in prefer- ence preference to any Distribution of any of the assets of the Company to holders of outstanding Common Stock by reason of their ownership thereof. If immediately prior to the consummation of the Dis- solution Dissolution Event and after payment of the Senior Preferred Holders’ Holders ' Payment, the assets of the Company legally available for distribution to the Cash-Out Investors, as determined in good faith by the Company’s board of directors, are insufficient to permit the payment to the Cash-Out In- vestors Investors of their respective Purchase Amounts, then the entire assets of the Company legally avail- able available for distribution will be distributed after the Senior Preferred Holders’ Payment with equal priority and pro rata among the Cash-Out Investors in proportion to the Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(cl(c).

Appears in 1 contract

Samples: Safe (Simple Agreement for Future Equity)

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