Liquidation Priority Sample Clauses

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 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 a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Equity Interests. The Investor’s right to receive its Purchase Amount or 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 Equity Securities); (ii) On par with payments for other Safes and/or Preferred Equity Interests, and if the applicable proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Equity Interests, the applicable proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Equity Interests in proportion to the full payments that would otherwise be due; and (iii) Senior to payments for Common Equity Interests. The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Equity Interests and other Safes and/or Preferred Equity Interests who are also receiving Conversion Amounts, proceeds or similar payments on a similar as-converted to Common Equity Interests 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 or Dissolution Event, the iSAFE Sequel Note Holders’ 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 iSAFE Sequel Notes and other Equity Linked Securities, the applicable Proceeds will be distributed pro rata to holders of iSAFE 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 iSAFE 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 iSAFE 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 preferred stock. The Investor’s right to receive its Cash-Out Amount is: 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 Units); 1.4.2. On par with payments for other Safes and/or Preferred Units, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Units, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Units in proportion to the full payments that would otherwise be due; and 1.4.3. Senior to payments for Common Units. The Investor’s right to receive its Conversion Amount is (i) on par with payments for Common Units and other Safes and/or Preferred Units who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Units basis, and (ii) 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 Change of Control or Dissolution, the SAFE is intended to operate similar to standard non-participating Preferred Stock. In particular:‌ (a) The Investor’s right to receive its Cash-Out Amount is: (i) Junior to payments 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 in connection with such event); (ii) On par with (A) payments of Cash-Out Amounts (or similar liquidation preferences) for other SAFEs; and (B) payments of liquidation preferences for Preferred Stock and instruments similar to SAFEs, and if the applicable Proceeds are insufficient to permit full payments to the Investor and the holders of such other SAFEs, Preferred Stock and/or instruments similar to SAFEs, the applicable Proceeds will be distributed pro rata to the Investor and such other holders in proportion to the full payments that would otherwise be due; and (iii) Senior to (A) payments of Conversion Amounts for other SAFEs; (B) payments for Preferred Stock and instruments similar to SAFEs made on a similar as-converted-to-Common-Stock basis; and

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 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.

Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating preferred equity and will dilute payment to the holders of Common 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); (ii) On par with payments for other Safes and/or Preferred Membership Interests, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Membership Interests, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Membership Interests in proportion Membership Interests to the full payments that would otherwise be due; and (iii) Senior to payments for Common Membership Interests.