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WHAT ARE SUPER PRO RATA RIGHTS?

Scott Edward Walker

Super Pro Rata Right” means a right of first offer to purchase up to 50% of the total amount of the next round raised in the aggregate of any Equity Securities (as defined below) the Company may sell or issue following the date of this Term Sheet. The post WHAT ARE SUPER PRO RATA RIGHTS? appeared first on WALKER CORPORATE LAW GROUP, PLLC.

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No Mess (Too Much Liquidation Preference)

ithacaVC

Sometimes, after getting back the LP, the preferred holder then converts to common and gets its prorata share of proceeds left after all LP has been paid (this is called participating preferred). So, after the Series B round the company would have $13mm of aggregate liquidation preference ($3mm plus 2*$5mm).

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What is an employee retention or M&A carveout plan?

Startup Company Lawyer

Due to aggregate liquidation preferences that may exceed the acquisition price in an M&A deal, common stock may be rendered worthless. I was speaking at an event last month to a group of CEOs and was surprised by the number of CEOs that were worried about the value of their common stock in a M&A transaction.