Shadow Preferred Stock definition

Shadow Preferred Stock means the shares of a series of Preferred Stock issued to the Holder in a Next Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, 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 Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Conversion Price.

Shadow Preferred Stock means that certain series of the Company’s preferred stock having the same rights, preferences and privileges as the original series of preferred stock issuable upon exercise of the Eligible Warrant, except that the original issuance price and liquidation preference of such series of preferred stock shall be $7.00. Such Shadow Preferred Stock shall consist of “Series C-1 Preferred Stock,” “Series D-1 Preferred Stock” and “Series E-1 Preferred Stock,” as applicable.

Shadow Preferred Stock is selected in the SAFE as the Conversion Securities in Equity Financing, the number of shares of Shadow Preferred Stock equal to the Purchase Amount divided by the Conversion Price; or

Examples of Shadow Preferred Stock in a sentence

• If there is a Next Equity Financing before the termination of this instrument, the Company will automatically issue to the Holder a number of shares of Shadow Preferred Stock equal to the Conversion Amount divided by the Conversion Price.

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

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

More Definitions of Shadow Preferred Stock

Shadow Preferred Stock means, to the extent the SAFE has a Valuation Cap (and the Conversion Price is less than the Standard Preferred Stock Price) and/or a Discount and the Conversion Securities in Equity Financing (if Valuation Cap or Discount) for the SAFE are “Shadow Preferred Stock,” the shares of the series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, powers, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to (a) the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and

Shadow Preferred Stock means the shares of a series of Preferred Stock issued to the Holder in a Next Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, 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 Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Conversion Price.

Shadow Preferred Stock set forth in Section 1.1 is hereby amended and restated in its entirety as follows:

Shadow Preferred Stock means, to the extent the SAFE has a Valuation Cap (and the Conversion Price is less than the Standard Preferred Price) and/or a Discount and “Shadow Preferred Stock” is selected in the SAFE as the Conversion Securities in Equity Financing, the shares of the series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, powers, privileges, preferences, seniority, liquidation multiple and restrictions as the shares of Standard Preferred Stock, except that any price-based preferences (such as the per share liquidation amount, initial conversion price and per share dividend amount) will be based on the Conversion Price.

Shadow Preferred Stock means, to the extent the SAFE has a Valuation Cap (and the Conversion Price is less than the Standard Preferred Price) and/or a Discount and “Shadow Preferred Stock” is selected in the SAFE as the Conversion Securities in Equity Financing, the shares of the series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, powers, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to (a) the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (b) the basis for any dividend rights, which will be based on the Conversion Price.