Liquidity Capitalization definition

Liquidity Capitalization means the number, as of immediately prior to the Liquidity Event, of shares of the Company’s capital stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding: (i) shares of Common Stock reserved and available for future grant under any equity incentive or similar plan; (ii) any SAFEs; and (iii) convertible promissory notes.

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Liquidity Capitalization means the number, as of immediately prior to the Liquidity Event, of shares of Capital Stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding: (i) shares of Common Stock reserved and available for future grant under any equity incentive or similar plan; (ii) this instrument; (iii) other Safes; and (iv) convertible promissory notes.

Liquidity Capitalization is calculated as of immediately prior to the Liquidity Event, and (without double- counting, in each case calculated on an as-converted to Common Stock basis): Includes all shares of Capital Stock issued and outstanding; Includes all (i) issued and outstanding Options and (ii) to the extent receiving Proceeds, Promised Options; Includes all Converting Securities, other than any Safes and other convertible securities (including without limitation shares of Preferred Stock) where the holders of such securities are receiving Cash-Out Amounts or similar liquidation preference payments in lieu of Conversion Amounts or similar “as-converted” payments; and Excludes the Unissued Option Pool.

Examples of Liquidity Capitalization in a sentence

Subject to the liquidation priority set forth in Section 1(d) below, the amount payable in the event of a Liquidity Event shall be equal to the greater of (A) the Purchase Amount and (B) the amount payable on the number of shares of Common Stock equal to the Pro Rata Share of the product of multiplying (x) the Rolling SAFE Equity Percentage and (y) the Liquidity Capitalization (the “Conversion Amount”).
Subject to the liquidation priority set forth in Section 1(d) below, the amount payable in the event of a Liquidity Event shall be equal to the amount payable on the number of shares of Common Stock equal to the Pro Rata Share of the product of multiplying (x) the CAFE Equity Percentage and (y) the Liquidity Capitalization (the “Conversion Amount”).
In the case of an initial public offering of the Company (“IPO”) or Change of Control (either of these events, a “Liquidity Event”) of the Company, the Investor will, at its option, either (i) receive a cash payment equal to the purchase amount (subject to the following paragraph) or (ii) automatically receive from the Company a number of shares of Common Stock equal to the purchase amount divided by the quotient resulting from dividing (x) the Company’s Valuation Cap by (y) the Liquidity Capitalization.
Subject to the liquidation priority set forth in Section 1(d) below, the amount payable in the event of a Liquidity Event shall be equal to the amount payable on the number of shares of Common Stock equal to the Pro Rata Share of the product of multiplying (x) the Rolling SAFE Equity Percentage and (y) the Liquidity Capitalization (the “Conversion Amount”).

More Definitions of Liquidity Capitalization

Liquidity Capitalization means the number, as of immediately prior to the Liquidity Event, of units of the Company’s Equity Interests (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding: (i) units of Equity Interests reserved and available for future grant under any equity incentive or similar plan; (ii) any SAFEs; (iii) convertible promissory notes; and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

Liquidity Capitalization means the number, as of immediately prior to the Liquidity Event, of:

Liquidity Capitalization means the number, as of immediately prior to the Liquidity Event, of shares of the Issuer’s Capital Stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding: (i) the Unissued Option Pool; (ii) any SAFEs; (iii) convertible promissory notes; and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

Liquidity Capitalization is calculated as of immediately prior to the Liquidity Event, and (without double- counting): Includes all Capital Securities issued and outstanding; Includes all (i) issued and outstanding Options and (ii) to the extent receiving Proceeds, Promised Options; Includes all Converting Securities, other than any Safes and other convertible securities (including without limitation Preferred Securities) where the holders of such securities are receiving Cash-Out Amounts or similar liquidation preference payments in lieu of Conversion Amounts or similar “as-converted” payments; and Excludes the Unissued Option Pool.

Liquidity Capitalization is calculated as of immediately prior to the Liquidity Event or Dissolution Event, and (without double- counting): ● Includes all shares of Capital Stock issued and outstanding; ● Includes all (i) issued and outstanding Options and (ii) to the extent receiving Proceeds, Promised Options; ● Includes all Converting Securities other than any Converting Securities and other convertible securities (including without limitation shares of Preferred Stock) where the holders of such securities are receiving their original purchase amounts or similar liquidation preference payments in lieu of Conversion Amounts or similar “as-converted” payments; and

Liquidity Capitalization is calculated as of immediately prior to the Corporate Liquidity Event and (without double counting): (a) includes all Units issued and outstanding; (b) includes all issued and outstanding Options and, to the extent receiving Net Proceeds, Promised Options;

Liquidity Capitalization is a company’s fully diluted outstanding capitalization as calculated at the time of a Liquidity Event. This calculation includes outstanding options (vested and unvested) under an equity incentive plan, but excludes all unissued shares in the plan. • What happens to a safe if the company goes public? If a company goes public, a safe will convert into shares of common stock calculated based on the Valuation Cap (or the safe holder can cash out the safe). • Does a safe ever expire? A safe has no maturity date. A safe is designed to expire and terminate only when a safe holder has received stock or cash, in an equity financing, change of control transaction, IPO or dissolution – whichever occurs first. In theory, a safe could remain outstanding for a long time without the need to “extend” any dates or time periods. A safe can be amended by the company and the safe holder, if necessary. See Example 6 in Appendix II. • What happens to a safe if the company shuts down and goes out of business? In a dissolution, any money that the company has to distribute would be distributed to safe holders before any money is allocated to holders of common stock. • Can a safe have a discount, or a “Most Favored Nation” provision? Yes. This Primer describes a safe with a Valuation Cap only (a “Standard Safe”). Other versions of the safe are described in Appendix I.