/Docs/G/YCombinator-SAFE-2020/Form/Cap-NoDiscount-Canada/v1-1.md
| BusinessNote | = | This is a Cap, No Discount form. It extends the Base form (see below, at the bottom) and has tweaks for Canadian use. |
| CodersNote | = | Many of the fiddly tweaks in this are a result of the Canadian use of "Shares" instead of "Stock". This is globally substituted by "_Stock={_Shares}" but also requires dropping "shares of {_Stock}" for simply "{_Shares}". |
| Note.Title | = | Simple Agreement for Future Equity - Post Money Valuation Cap - Canada |
| Note | = | Please seek advice from an attorney licensed in Canada before relying on this document. |
| Legend.sec | = | {Legend.US.sec} {Legend.Canada.sec} |
| Legend.Canada.sec | = | Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after the later of (i) the date of issuance of this security or (ii) the date the issuer became a reporting issuer in any province or territory. |
| Intro.7.sec | = | The “{DefT.Post-Money_Valuation_Cap}” is {Post-MoneyValueCap.$}. |
| Event.Equity.1.ConversionTarget.cl | = | the greater of: (1) the number of {_Standard_Preferred_Shares} equal to the {_Purchase_Amount} divided by the lowest price per share of the {_Standard_Preferred_Shares}; or (2) the number of {_Safe_Preferred_Shares} equal to the {_Purchase_Amount} divided by the {_Safe_Price} |
| Event.Equity.2.ConversionTarget.cl | = | {_Standard_Preferred_Shares} or {_Safe_Preferred_Shares} |
| Def.Capital_Shares.sec | = | “{DefT.Capital_Shares}” means the shares in the capital of the {_Company}, including, without limitation, the “{_Common_Shares}” and the “{_Preferred_Shares}.” |
| Def.Change_of_Control.sec | = | “{_Change_of_Control}” means (i) a transfer (whether by merger, consolidation, exchange 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 or {_Capital_Shares} if, after such closing, such person or group of affiliated persons would hold at least a majority of the total voting power represented by the outstanding voting securities of the {_Company} or such other surviving or resulting entity, (ii) any reorganisation, scheme of arrangement, merger, amalgamation or other consolidation of the {_Company}, other than a transaction or series of related transactions in which the holders of the voting securities of the {_Company} outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the {_Company} or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the {_Group_Companies}. |
| Def.Common_Shares.sec | = | “{DefT.Common_Shares}” means the {_Company}'s common shares or ordinary shares or such other similarly named class of share in the {_Company}. |
| Note | = | Canadians add "analogous": |
| Def.Direct_Listing.means.cl | = | means (i) {Def.Direct_Listing.US.cl}, or (ii) {Def.Direct_Listing.Analogous.cl} |
| Def.Direct_Listing.Analogous.cl | = | any analogous listing not involving any underwritten offering of securities in any exchange located in a jurisdiction other than the United States |
| Note | = | Canadians went into more detail: |
| Def.Group_Companies.sec | = | “{DefT.Group_Companies}” means the {_Company} and the {_Company}’s subsidiaries from time to time. |
| Def.Initial_Public_Offering.sec | = | “{DefT.Initial_Public_Offering}” means the closing of the {_Company}’s first firm commitment underwritten initial public offering of {_Common_Shares} in conjunction with the listing of such {_Common_Shares} on any securities exchange, which shall be deemed to have occurred upon the consummation of the listing transaction as prescribed under the listing rules of the applicable securities exchange. |
| Def.Safe_Preferred_Stock.ReferencePrice.cl | = | {_Safe_Price} |
| Def.Safe_Preferred_Stock.Difference.cl | = | (i) {Def.Safe_Preferred_Stock.Difference.Liquidation.cl}; (ii) {Def.Safe_Preferred_Stock.Difference.Dividend.cl}; and (iii) {Def.Safe_Preferred_Stock.Difference.Redemption.cl}. |
| Def.Safe_Preferred_Stock.Difference.Redemption.cl | = | to the extent applicable, the basis for the redemption price, which will be based on the {_Safe_Price} |
| Def.Preferred_Shares.sec | = | “{DefT.Preferred_Shares}” means the {_Company}'s preferred shares or preference shares or such other similarly named class of share in the {_Company}. |
| CodersNote | = | Is this an intended difference or an accidental variation? |
| Def.Standard_Preferred.the/a | = | a |
| Note | = | Canadians have a somewhat different list of definitions. |
| Def.sec | = |
|
| Rep.Company.CanadaPrivateIssuer.sec | = | The {_Company} qualifies as a “private issuer”, as such term is defined in Ontario pursuant to Section 73.4 of the Securities Act (Ontario) and elsewhere in Canada under National Instrument 45-106 – Prospectus Exemptions, and is not a reporting issuer, as such term is defined in the Securities Act (Ontario). |
| Rep.Company.sec | = | |
| Rep.Investor.Accredited.1.sec | = | The {_Investor} is an accredited investor as such term is defined in: (x) if the investor is resident in the United States, Rule 501 of Regulation D under the {_Securities_Act}, and/or (y) under applicable Canadian securities laws, shall provide evidence of the same if requested by the {_Company}, and acknowledges and agrees that if not an accredited investor at the time of an {_Equity_Financing}, the {_Company} may void this {_Safe} and return the {_Purchase_Amount}. |
| Rep.Investor.Accredited.2.sec | = | The {_Investor} has been advised that this {_Safe} and the underlying securities have not been registered under the {_Securities_Act}, or any state, federal or provincial securities laws and, therefore, cannot be resold unless they are covered by a prospectus filed under applicable Canadian securities laws, registered under the {_Securities_Act} and applicable state securities laws or unless an exemption from such registration requirements is available. |
| Rep.Investor.InternationalAuthorities.sec | = | The Investor understands that the Company may be required to provide any one or more of the Canadian securities regulators or other regulatory agencies with the name, residential address, telephone number and e-mail address of such Investor as well as information regarding the number, aggregate purchase price and type of securities purchased under this Safe and the Investor hereby consents to and authorizes the foregoing use and disclosure of such information. |
| Rep.Investor.sec | = | |
| CodersNote | = | a fiddly difference in the Assignment section. |
| Misc.Assign.the | = | the |
| Misc.Law.sec | = | The parties agree that this {_Safe} (and all the rights and obligations hereunder) shall be governed by the laws of the Province of {Law.Province} and the federal laws of Canada applicable therein. Each party hereby submits to the non-exclusive jurisdiction of the Courts of {DisputeForum.City,State}. |
| Misc.Dollars.sec | = | Unless otherwise stated herein, all references to “$” or “Dollars” shall refer to lawful currency of the United States of America. |
| Note | = | Adding "Misc.Dollars.sec". |
| Misc.sec | = | |
| = | [G/YCombinator-SAFE-2020/Form/Base/v1-1.md] | |
| = | [G/YCombinator-SAFE-2020/Form/Z/Canadian-Tweaks.md] | |