Shadow Preferred definition

Shadow Preferred means a series of Preferred Stock with substantially the same rights, preferences and privileges as the series of Preferred Stock issued in the Next Equity Financing, except that the per share liquidation preference of the Shadow Preferred will equal the Conversion Price calculated pursuant to Section 4.1(c)(i), with corresponding adjustments to any price-based antidilution and/or dividend rights provisions.

Shadow Preferred means a series of Preferred Stock with substantially the same rights, preferences and privileges as the series of Preferred Stock issued in the Next Equity Financing, except that the per share liquidation preference of the Shadow Preferred will equal the Conversion Price calculated pursuant to Section 4.1(c), with corresponding adjustments to any price-based antidilution and/or dividend rights provisions.

Shadow Preferred means a newly created series of Preferred Stock with the same rights, preferences and privileges as the series of Preferred Stock issued in the Next Equity Financing or Non-Qualified Financing, except that (i) the per share liquidation preference and the conversion price of the Shadow Preferred for purposes of price-based anti-dilution protection will equal the Conversion Price and (ii) the per share dividend will be the same percentage of the Conversion Price as applied to determine the per share dividends of new investors in the Next Equity Financing or Non- Qualified Financing relative to the purchase price paid by such investors. The Shadow Preferred shall otherwise vote as directed by the Lead Investor per the terms of the Special Purpose Vehicle.

Examples of Shadow Preferred in a sentence

• Except as otherwise set forth herein, the issuance of Conversion Shares pursuant to the conversion of each Note will be on, and subject to, the same terms and conditions applicable to the Equity Securities issued in the Next Equity Financing (except that, in the event the Equity Securities to be issued in the Next Equity Financing are Preferred Stock with a liquidation preference, the Company may, at its election, issue shares of Shadow Preferred to the Purchaser in lieu of such Preferred Stock).

• Upon conversion, shares of Shadow Preferred will have no voting rights and shares of Common Stock will have voting rights.

• The issuance of Conversion Shares pursuant to the conversion of this Note will be on, and subject to, the same terms and conditions applicable to the Equity Securities issued in the Next Equity Financing (except that, in the event the Equity Securities to be issued in the Next Equity Financing are Preferred Stock with a liquidation preference, the Company may, at its election, issue shares of Shadow Preferred to the Holder in lieu of such Preferred Stock).

• The issuance of Conversion Shares pursuant to the conversion of this Note will be on, and subject to, the same terms and conditions applicable to the Equity Securities issued in the Next Equity Financing (except that, in the event the Equity Securities to be issued in the Next Equity Financing are Preferred Stock with a liquidation preference, the Company may, at its election, issue shares of Shadow Preferred to the Investor in lieu of such Preferred Stock).

• The issuance of Equity Securities pursuant to the conversion of this Safe will be on, and subject to, the same terms and conditions applicable to the Equity Securities issued in the Qualified Equity Financing (except that, in the event the Equity Securities to be issued in the Qualified Equity Financing are Preferred Equity Interests with a liquidation preference, the Company may, at its election, issue shares of Shadow Preferred to the Investor in lieu of such Preferred Equity Interests).

• The issuance of Conversion Units pursuant to the conversion of this SAFE will be on, and subject to, the same terms and conditions applicable to the Equity Securities issued in the Next Equity Financing (except that, in the event the Equity Securities to be issued in the Next Equity Financing are Preferred Units with a liquidation preference, the Company may, at its election, issue Units of Shadow Preferred to the SAFE Investor in lieu of such Preferred Units).

• If there is Shadow Preferred Stock then this paragraph will need to be revised accordingly.

• For example, if the Securities are converted in connection with an offering of Series B Preferred Stock, Investors would receive CF Shadow Securities in the form of shares of Series B-CF Shadow Preferred Stock and would be required to enter into a proxy that allows the Intermediary to vote their shares of Series B-CF Shadow Preferred Stock consistent with the majority of the Series B Preferred Stockholders.

• If, per Note 3 below, there will be Shadow Preferred Stock, ensure the sum of all series of preferred stock being issued is at least equal to the Authorized Preferred Stock number.

• Creating an accurate pro forma cap table is extremely important and, if done correctly, will model the new investment and different Shadow Preferred Stock.

More Definitions of Shadow Preferred

Shadow Preferred means the shares of a series of Preferred Stock issued to Holder and the holders of the other Bridge Notes in the Qualified Financing, having identical rights, privileges, preferences and restrictions as the shares of Qualified Securities, other than with respect to: (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the applicable conversion price determined to effect a Conversion of this Note in accordance with the provisions hereof; and (ii) the basis used to determine any dividend rights, which shall be the same percentage of the conversion price determined to effect a Conversion of this Note in accordance with the provisions hereof as applied to determine the per share dividend rights of purchasers of Qualified Securities, relative the purchase price paid by the purchasers thereof.

Shadow Preferred means a series of Preferred Units with substantially the same rights, preferences and privileges as the series of Preferred Units issued in the Next Equity Financing, except that the per Unit liquidation preference of the Shadow Preferred will equal the Conversion Price calculated pursuant to Section 1.4., with corresponding adjustments to any price-based antidilution and/or dividend rights provisions.

Shadow Preferred means a series of Preferred Stock with substantially the same rights, preferences and privileges as the series of Preferred Stock issued in the Next Equity Financing, except that the per share liquidation preference of the Shadow Preferred will equal the Conversion Price

Shadow Preferred shall have the meaning set forth in the Company’s Third Amended and Restated Certificate of Incorporation, as amended to date.