Series Seed-2 Preferred Stock definition

Series Seed-2 Preferred Stock means shares of the Company’s Series Seed-2 Preferred Stock, par value $0.0001 per share.

Series Seed-2 Preferred Stock has the meaning specified in Section 4.6(a).

Series Seed-2 Preferred Stock means shares of the Company’s Series Seed 2 Preferred Stock, par value $0.00001 per share, issued and outstanding as of immediately prior to the Effective Time. “Series Seed-3 Preferred Stock” means shares of the Company’s Series Seed 3 Preferred Stock, par value $0.00001 per share, issued and outstanding as of immediately prior to the Effective Time. “Service Provider” means any current or former employee, officer, director, retiree, independent contractor or consultant of any Group Company. “Software” means any and all (a) computer programs and applications, architectures, libraries, applications for mobile devices, including pads and mobile phones, firmware and middleware, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing and (d) all programmer and user documentation, including user manuals and training materials, relating to any of the foregoing. “Stockholder” means each holder of Company Stock. “Straddle Period” means a taxable period beginning on or prior to the Closing Date and ending after the Closing Date. “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity, a majority of the membership, partnership, limited liability company or other similar ownership interest therein for purposes of either an economic or voting interest is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of such Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability comp...

Examples of Series Seed-2 Preferred Stock in a sentence

• As of the date hereof, the Company has 8,645,861 shares of Company Common Stock issued and outstanding, 3,847,756 shares of Series Seed Preferred Stock issued and outstanding, 3,037,227 shares of Series Seed-1 Preferred Stock issued and outstanding, 2,599,497 shares of Series Seed-2 Preferred Stock issued and outstanding and 445,347 shares of Series Seed-3 Preferred Stock issued and outstanding.

• The outstanding shares of Common Stock, Series Seed Preferred Stock, Series Seed-2 Preferred Stock, options, warrants and other securities of the Company immediately prior to the initial Closing is as set forth in “Security Ownership” in the Offering Circular.

• A total of 3,929,159 shares of Company Common Stock and 3,999,640 shares of Company Preferred Stock are issued and outstanding as of the Agreement Date, of which 2,612,734 are Series Seed Preferred Stock, 1,092,605 are Series Seed-1 Preferred Stock and 294,301 of which are Series Seed-2 Preferred Stock.

• There are 11,023,534 shares of Company Common Stock, 2,013,724 shares of Series Seed-1 Preferred Stock, 1,402,606 shares of Series Seed-2 Preferred Stock, 2,681,851 shares of Series Seed-3 Preferred Stock, and 2,945,053 shares of Series Seed-4 Preferred Stock are issued and outstanding as of the date of this Agreement.

• Except as provided by law or by the other provisions of this Amended and Restated Certificate of Incorporation, holders of Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-2 Preferred Stock, Series A-1 Preferred Stock, Series Seed-2 Preferred Stock and Series Seed-1 Preferred Stock shall vote together with the holders of Common Stock as a single class.

• As of June 30, 2023, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue a total of 10,090,150 shares of Preferred Stock, of which 4,008,079 shares were designated as Series Seed Preferred Stock, 3,037,227 shares were designated as Series Seed-1 Preferred Stock, 2,599,497 shares were designated as Series Seed-2 Preferred Stock and 445,437 shares were designated as Series Seed-3 Preferred Stock.

• Percentage ownership of the Company by holders of Series A Preferred Stock (on fully-diluted basis) 25.9% Type of Security Series Seed Preferred Stock, Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock (collectively, the “Series Seed Preferred Stock”) Amount Outstanding 7,362,548 Voting Rights Each holder of record of Series Seed Preferred Stock is entitled to one vote in person or by proxy for each share of such stock convertible into Common Stock.

• As of the close of business on August 1, 2022, only 775,370 Common Shares, 1,727,636 shares of Series Seed-1 Preferred Stock, 1,700,903 shares of Series Seed-2 Preferred Stock, and 3,587,000 shares of Series Seed-3 Preferred Stock were outstanding.

• The holders of the Company’s Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series Seed- 3 Preferred Stock, Series Seed-4 Preferred Stock, Series Seed-5 Preferred Stock, Series Seed-6 Preferred Stock, Series Seed-7 Preferred Stock and Series A Preferred Stock as set forth in that certain Series A Stock Investment Agreement, dated October 14, 2021, are incorporated by reference into this Schedule A.

• The Original Issue Price shall mean $1.111292 per share for each share of the Series Seed Preferred Stock, $0.310760 per share for each share of Series Seed-1 Preferred Stock, $0.870128 per share for each share of Series Seed-2 Preferred Stock and $1.7937 per share for each share of Series A Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to such series of Preferred Stock).

More Definitions of Series Seed-2 Preferred Stock

Series Seed-2 Preferred Stock has the meaning assigned to such term in the Restated Charter. “Series Seed-3 Preferred Stock” has the meaning assigned to such term in the Restated Charter. “Series Seed-4 Preferred Stock” has the meaning assigned to such term in the Restated Charter. “Series Seed-5 Preferred Stock” has the meaning assigned to such term in the Restated Charter. “Series Seed-6 Preferred Stock” has the meaning assigned to such term in the Restated Charter. “Series Seed-7 Preferred Stock” has the meaning assigned to such term in the Restated Charter.