SAFE Shares definition

SAFE Shares means the shares issued to the Investor in an Equity Financing, having the identical rights, privileges, preferences and restrictions as the Standard Shares, other than with respect to: (i) the per share liquidation preference and the (initial) conversion price for purposes of price-based anti-dilution protection, which will equal the Equity Financing Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Equity Financing Conversion Price.

SAFE Shares means the number of shares of common stock of SAFE equal to the SpinCo Share Contribution transferred to the SpinCo Group in the Separation Transactions.

SAFE Shares means any Company Share issued or that may be issuable under either SAFE or the SAFE Warrant, or with respect to which either SAFE is convertible or the SAFE Warrant is exercisable.

Examples of SAFE Shares in a sentence

• If there is a Qualified Financing before the expiration or termination of this SAFE, the Company will automatically issue to CABHI a number of SAFE Shares equal to the Investment Amount divided by the Conversion Price, rounded down to the nearest whole number of SAFE Shares.

• CABHI’s pro rata share is equal to the ratio of (A) the number of shares of SAFE Shares issued or issuable to CABHI pursuant to this Agreement (which, in the absence of a Qualified Financing, shall be determined based on the SAFE Price), divided by (B) the Company Capitalization.

• If there is a Qualified Financing before the expiration or termination of this SAFE, the Corporation will automatically issue to the Investor a number of SAFE Shares equal to the Investment Amount divided by the Discount Price, rounded down to the nearest whole number of SAFE Shares.

• XXXXX’s pro rata share is equal to the ratio of (A) the number of shares of SAFE Shares issued or issuable to CABHI pursuant to this Agreement (which, in the absence of a Qualified Financing, shall be determined based on the SAFE Price), divided by (B) the Company Capitalization.

More Definitions of SAFE Shares

SAFE Shares means the collective reference to the SAFE Preferred Stock and the Conversion Shares issuable upon conversion of the SAFE Preferred Stock.

SAFE Shares means the Preferred Shares issued to CABHI in the Qualified Financing, having the identical rights, privileges, preferences and restrictions as Investor Shares, other than with respect to: (i) any per share liquidation preference and any conversion price for purposes of price-based anti-dilution protection associated with a SAFE Share, which will equal the Conversion Price; and (ii) the basis for any dividend rights associated with a SAFE Share, which will be based on the Conversion Price.

SAFE Shares means the then most senior shares issued to the Investor in any Equity Financing, having the identical rights, privileges, preferences and restrictions as the Equity Shares, including, without limitation, liquidation preference, anti-dilution protection, registration rights, preemptive rights, right of first refusal, voting and veto rights, or other rights, pro-rata to the respective amounts of investment, and the Investor shall otherwise be deemed one of the investors in such Equity Financing for all purposes (including with respect to any other securities, warrants or other or other rights granted to the investor, other than with respect to (if and to the extent applicable): (i) the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Discount Price; (ii) the basis for any dividend rights, which will be based on the Discount Price; and (iii) any individual rights granted to certain investors based on the size of their investment or number of shares they will receive (subject to the same minimum holding requirements if applicable). The right to receive SAFE Shares shall also include the right to receive any components of a unit offered to the investors in such Equity Financing, including for example, warrants or other convertible instruments granted to the investors in the Equity Financing, if granted. In addition to the transfer restrictions set forth in Section 5 below, in no event shall warrants issued to an Investor upon the conversion of a SAFE be tradable warrants nor carry any registration rights. For avoidance of doubt it is hereby clarified that if the Company has no preferred class of shares in its share capital the SAFE Shares shall mean Ordinary Shares of the Company.

SAFE Shares means the Company Ordinary Shares issuable upon conversion of the New SAFE Agreements, determined by dividing (A) the amount actually invested by each investor in the Company pursuant to the applicable New SAFE Agreement by (B) $7.50, and rounding to the nearest whole share.

SAFE Shares has the meaning provided in Recital (C).

SAFE Shares means any Company Share issued or that may be issuable under the SAFE Note or the SAFE Warrant, or with respect to which the SAFE Note is convertible or the SAFE Warrant is exercisable.

SAFE Shares and “Equity Adjusted Safe Shares” mean the shares of the Company issuable to SSMP under paragraph 1.1 and 2.1