/Docs/G/500Startups-KISS-CmA/Sec/Def/0.md
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- "Ti" : "Definitions" ,
"1.0.sec" : "\"", "Conversion_Shares", "\" shall mean:" ,
"1.1.sec" : "with respect to a conversion pursuant to ", "Conversion.Equity.Xref", ", shares of ", "Preferred_Stock", " issued in the ", "Next_Equity_Financing", "; provided, however, that, at ", "the_Company", "'s election, \"", "Conversion_Shares", "\" with respect to a conversion pursuant to ", "Conversion.Equity.Xref", " shall mean shares of a ", "Shadow_Series", ";" ,
"1.2.sec" : "with respect to a conversion pursuant to ", "Conversion.Corporate.Xref", ", shares of ", "Common_Stock", "; and" ,
"1.3.sec" : "with respect to a conversion pursuant to ", "Conversion.Maturity.Xref", ", shares of a newly created series of ", "the_Company", "'s ", "Series_Seed_Preferred_Stock", ", upon the terms and provisions set forth in the most recent version of the Series Seed documents posted at www.seriesseed.com (or if not so posted, as reasonably agreed by ", "the_Company", " and a ", "Majority_in_Interest", "); provided that, for the avoidance of doubt, the ", "Conversion_Price", " shall be determined pursuant to ", "Conversion_Price.Maturity.Xref", ")." ,
"2.0.sec" : "\"", "Conversion_Price", "\" shall equal:" ,
"2.1.sec" : "with respect to a conversion pursuant to ", "Conversion.Equity.Xref", ", the lower of (A) the product of (1) one (1) minus the ", "Discount", " and (2) the price paid per share for ", "Preferred_Stock", " by the investors in the ", "Next_Equity_Financing", " or (B) the quotient resulting from dividing (1) the Valuation Cap by (2) the ", "Fully-Diluted_Capitalization", " immediately prior to the closing of the ", "Next_Equity_Financing", ";" ,
"2.2.sec" : "with respect to a conversion pursuant to ", "Conversion.Corporate.Xref", ", the quotient resulting from dividing (A) the Valuation Cap by (B) the ", "Fully-Diluted_Capitalization", " immediately prior to the closing of the ", "Corporate_Transaction", "; and" ,
"2.3.sec" : "with respect to a conversion pursuant to ", "Conversion.Maturity.Xref", ", the quotient resulting from dividing (A) the Valuation Cap by (B) the ", "Fully-Diluted_Capitalization", " immediately prior to the conversion." ,
"Conversion_Price.Maturity.Xref" : "", "Conversion_Price.Xref", ".3" ,
"Conversion_Price.Xref" : "", "Def.Xref", ".2" ,
"3.0.sec" : "\"", "Corporate_Transaction", "\" shall mean:" ,
"3.1.sec" : "the closing of the sale, transfer or other disposition of all or substantially all of ", "the_Company", "'s assets," ,
"3.2.sec" : "the consummation of the merger or consolidation of ", "the_Company", " with or into another entity (except a merger or consolidation in which the holders of capital stock of ", "the_Company", " immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of ", "the_Company", " or the surviving or acquiring entity)," ,
"3.3.sec" : "the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of ", "the_Company", "'s securities), of ", "the_Company", "'s securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of ", "the_Company", " (or the surviving or acquiring entity), or" ,
"3.4.sec" : "the liquidation, dissolution or winding up of ", "the_Company", ";" ,
"3.00.sec" : "provided, however, that a transaction shall not constitute a ", "Corporate_Transaction", " if its sole purpose is to change the state of ", "the_Company", "'s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held ", "the_Company", "'s securities immediately prior to such transaction. Notwithstanding the prior sentence, the sale of shares of ", "Preferred_Stock", " in a bona fide financing transaction shall not be deemed a \"", "Corporate_Transaction", ".\"" ,
"4.sec" : "\"", "Corporate_Transaction_Payment", "\" shall mean an amount equal to all accrued and unpaid interest due on this ", "KISS", " plus two times (2X) the ", "Purchase_Price", "." ,
"5.sec" : "\"", "Discount", "\" shall mean ", "Discount.%", "." ,
"6.sec" : "\"", "Equity_Securities", "\" shall mean ", "the_Company", "'s Common Stock (\"", "Common_Stock", "\") or ", "the_Company", "'s Preferred Stock (\"", "Preferred_Stock", "\") or any securities conferring the right to purchase ", "the_Common_Stock_or_Preferred_Stock", " or securities convertible into, or exchangeable for (with or without additional consideration), ", "the_Common_Stock_or_Preferred_Stock", ", except any security granted, issued and/or sold by ", "the_Company", " to any director, officer, employee or consultant of ", "the_Company", " in such capacity for the primary purpose of soliciting or retaining their services." ,
"7.sec" : "\"", "Financial_Statements", "\" shall mean an income statement, balance sheet, statement of stockholder's equity, and/or a statement of cash flows, in each case as of the end of (i) each of the first three (3) fiscal quarters and (ii) each fiscal year of ", "the_Company", "." ,
"8.sec" : "\"", "Fully-Diluted_Capitalization", "\" shall mean the number of shares of outstanding ", "Common_Stock", " on a fully-diluted basis, including (i) conversion or exercise of all securities convertible into or exercisable for ", "Common_Stock", ", (ii) exercise of all outstanding options and warrants to purchase ", "Common_Stock", " and, in the case of ", "Conversion_Price.Xref", ".1 and ", "Conversion_Price.Xref", ".3 only, (iii) the shares reserved or authorized for issuance under ", "the_Company", "'s existing stock option plan or any stock option plan created or increased in connection with such transaction; but excluding, for this purpose, the conversion contemplated by the applicable provision of ", "Conversion.Xref", "." ,
"9.sec" : "\"", "Holder", "\" shall mean a member of the ", "KISS_Group", " that holds a ", "KISS", " (including, without limitation, ", "the_Investor", ", for so long as ", "the_Investor", " holds this ", "KISS", ")." ,
"10.sec" : "\"", "Interest_Rate", "\" shall mean a rate of four percent (4%) per annum, compounded annually." ,
"11.sec" : "\"", "KISS", "\" or \"", "KISSes", "\" shall mean the ", "KISS", " instruments issued by ", "the_Company", " to ", "Holders", " in the form hereof." ,
"12.sec" : "\"", "KISS_Group", "\" shall mean the holders of all ", "KISSes", " in the ", "Series", ", collectively." ,
"13.sec" : "\"", "Majority_in_Interest", "\" shall mean members of the ", "KISS_Group", " holding a majority in interest of the aggregate ", "Purchase_Prices", " of all ", "KISSes", " in the ", "Series", "." ,
"14.sec" : "\"", "Maturity_Date", "\" shall mean the date that is eighteen (18) months following the ", "Date_of_Issuance", "." ,
"15.sec" : "\"", "Next_Equity_Financing", "\" shall mean the next sale (or series of related sales) by ", "the_Company", " of its ", "Preferred_Stock", " following the ", "Date_of_Issuance", " from which ", "the_Company", " receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into ", "Preferred_Stock", " in connection with such sale (or series of related sales))." ,
"16.sec" : "\"", "Participation_Amount", "\" shall mean an amount in US dollars equal to one times (1X) the ", "Purchase_Price", ". " ,
"17.sec" : "\"", "Shadow_Series", "\" shall mean shares of a series of ", "Preferred_Stock", " that is identical in all respects to the shares of ", "Preferred_Stock", " issued in the ", "Next_Equity_Financing", " (e.g., if ", "the_Company", " sells ", "Series_A_Preferred_Stock", " in the ", "Next_Equity_Financing", ", the ", "Shadow_Series", " would be Series A-1 Preferred Stock), except that the liquidation preference per share of the ", "Shadow_Series", " shall equal the ", "Conversion_Price", " (as determined pursuant to ", "Conversion_Price.Xref", ".1), with corresponding adjustments to any price-based antidilution and dividend rights provisions." ,
"18.sec" : "\"", "Valuation_Cap", "\" shall mean ", "ValuationCap.$", "" ,
}
}