The document summarizes the key terms that would be negotiated in an early stage financing deal between a venture capitalist and entrepreneur. It discusses the typical terms negotiated, including:
1) Valuation - discussing pre-money and post-money valuation and how percentages are calculated.
2) Liquidation preferences - specifying who gets paid first in an exit event, including details on liquidation preferences and participation rights.
3) Antidilution - protecting investors from dilution in future rounds at lower valuations, discussing full ratchet and weighted average approaches.
4) Managers' stock vesting - vesting of founders' shares over a period of time, such as 4 years, to reduce risk of
Terms Explanation presentation from first Setting the Deal Athens, that took place during Panorama of Entrepreneurship and Career Development on March 21st, 2105 featuring Spyros Trachanis (Odyssey JEREMIE Partners), John Papadakis (Pollfish), Nayia Antoniou (N. Antoniou & Associates), Nik Kalliagkopoulos (Randstad Innovation Fund) and Demetrios Pogkas (Startupper.gr).
Booklet & Term Sheet of first Setting the Deal Athens, that took place during Panorama of Entrepreneurship and Career Development on March 21st, 2105 featuring Spyros Trachanis (Odyssey JEREMIE Partners), John Papadakis (Pollfish), Nayia Antoniou (N. Antoniou & Associates), Nik Kalliagkopoulos (Randstad Innovation Fund) and Demetrios Pogkas (Startupper.gr).
Structuring and Planning the M&A Transaction (Series: Private Company M&A Boo...Financial Poise
There is an old carpenters’ expression, “measure twice, cut once.” M&A work is just one of many areas in business and law where this expression resonates. Buyers and sellers, like chess players anticipating many moves in advance, should envision and plan the route to get a deal done, including anticipated detours, at the onset of the transaction.
This webinar discusses the similarities and differences between basic M&A transaction structures; purchase price payment concerns; the most common issues that arise in the early stages of M&A transactions of all kinds; the relationship between ostensibly unrelated sections of an M&A agreement; and transaction timeline. One focus of this episode is a threshold question in many deals: whether the buyer will buy equity or assets. This episode will, in summary form, cover many of the issues discussed in greater depth in subsequent episodes.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/structuring-and-planning-the-ma-transaction-2020/
Terms Explanation presentation from first Setting the Deal Athens, that took place during Panorama of Entrepreneurship and Career Development on March 21st, 2105 featuring Spyros Trachanis (Odyssey JEREMIE Partners), John Papadakis (Pollfish), Nayia Antoniou (N. Antoniou & Associates), Nik Kalliagkopoulos (Randstad Innovation Fund) and Demetrios Pogkas (Startupper.gr).
Booklet & Term Sheet of first Setting the Deal Athens, that took place during Panorama of Entrepreneurship and Career Development on March 21st, 2105 featuring Spyros Trachanis (Odyssey JEREMIE Partners), John Papadakis (Pollfish), Nayia Antoniou (N. Antoniou & Associates), Nik Kalliagkopoulos (Randstad Innovation Fund) and Demetrios Pogkas (Startupper.gr).
Structuring and Planning the M&A Transaction (Series: Private Company M&A Boo...Financial Poise
There is an old carpenters’ expression, “measure twice, cut once.” M&A work is just one of many areas in business and law where this expression resonates. Buyers and sellers, like chess players anticipating many moves in advance, should envision and plan the route to get a deal done, including anticipated detours, at the onset of the transaction.
This webinar discusses the similarities and differences between basic M&A transaction structures; purchase price payment concerns; the most common issues that arise in the early stages of M&A transactions of all kinds; the relationship between ostensibly unrelated sections of an M&A agreement; and transaction timeline. One focus of this episode is a threshold question in many deals: whether the buyer will buy equity or assets. This episode will, in summary form, cover many of the issues discussed in greater depth in subsequent episodes.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/structuring-and-planning-the-ma-transaction-2020/
The importance of lower volatility investments for incomeRichard Sheppard
The trade-off between risk and return is one of the most important aspects of investing, especially
for those drawing down income. The expected return must be adequate for creating enough income without draining too much capital and offer less volatility to ensure that investments aren’t being sold at a severe discount during a market decline.
For example if you lost 50% in the market, you would require a market gain of 100% to recover while
a lower decline of 20% requires far less of a recovery with 25% bringing you back to the breakeven point.
CROSS BORDER MERGER AND ACQUISITION AND TAKEOVER DEFENSESAnanyaBajoria
This project provide you with description of what is M&A, about its factors, challenges and development with respect to Cross Border. It also talks about Defense Takeover, types of takeover and different types of tactics used for defense takeover. This basically summarises Cross border merger and acquisition as well as defense takeover with a very basic pointers.
Dividend Policies involve the decisions, whether-
To retain earnings for capital investment and other purposes; or
To distribute earnings in the form of dividend among shareholders; or
To retain some earning and to distribute remaining earnings to shareholders.
Cs executive company accounts and auditingDevendra Sahoo
CS executive company accounts and auditing classes by CA Bhupesh Anand
Get CS executive Video lecture in Pendrive
Call @ 9210698119 For details and booking
Face to face Classes @ 9873149995
Online Classes @ 8800999284
Slides and notes from the MaRS Startup Investor Workshop. The event took place on September 30th, 2016 and featured Mark Skapinker and Sophie Forest from Brightspark, David Shore from OurCrowd.
The importance of lower volatility investments for incomeRichard Sheppard
The trade-off between risk and return is one of the most important aspects of investing, especially
for those drawing down income. The expected return must be adequate for creating enough income without draining too much capital and offer less volatility to ensure that investments aren’t being sold at a severe discount during a market decline.
For example if you lost 50% in the market, you would require a market gain of 100% to recover while
a lower decline of 20% requires far less of a recovery with 25% bringing you back to the breakeven point.
CROSS BORDER MERGER AND ACQUISITION AND TAKEOVER DEFENSESAnanyaBajoria
This project provide you with description of what is M&A, about its factors, challenges and development with respect to Cross Border. It also talks about Defense Takeover, types of takeover and different types of tactics used for defense takeover. This basically summarises Cross border merger and acquisition as well as defense takeover with a very basic pointers.
Dividend Policies involve the decisions, whether-
To retain earnings for capital investment and other purposes; or
To distribute earnings in the form of dividend among shareholders; or
To retain some earning and to distribute remaining earnings to shareholders.
Cs executive company accounts and auditingDevendra Sahoo
CS executive company accounts and auditing classes by CA Bhupesh Anand
Get CS executive Video lecture in Pendrive
Call @ 9210698119 For details and booking
Face to face Classes @ 9873149995
Online Classes @ 8800999284
Slides and notes from the MaRS Startup Investor Workshop. The event took place on September 30th, 2016 and featured Mark Skapinker and Sophie Forest from Brightspark, David Shore from OurCrowd.
How to Get Venture and Angel Funding for Your Tech Startupideatoipo
Presented February 29, 2024
Veteran Silicon Valley attorney Roger Royse will discuss how to get venture and angel funding for your tech startup.
The webinar will cover the basics of angel and venture capital including current practices and common strategies used by investors in evaluating investments and by startups in finding, selecting and negotiating with investors.
The speaker will discuss:
Types of investors for your stage and sector
Types on investments
Venture capital economics;
Management and control issues
Due diligence concerns
Exit strategies
Startup and founder protections
And more!
About the Speaker
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, and mergers and acquisitions. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger is a Fellow of the American College of Tax Counsel and former chair of several committees of the American Bar Association Sections of Business Law and Taxation. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies. Roger is a nationally recognized authority on agtech – the technology of food production - and the legal considerations for companies in this industry. Roger is also the author of 10,000 Startups: Legal Strategies for Startup Success and Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance, ABA Journal, Thrive Global and Fast Company.
How to Get Venture and Angel Funding for Your Tech Startupideatoipo
Recorded 2/29/2024
In this video, veteran Silicon Valley attorney Roger Royse discusses how to get venture and angel funding for your tech startup.
The video covers the basics of angel and venture capital including current practices and common strategies used by investors in evaluating investments and by startups in finding, selecting and negotiating with investors.
Roger discusses:
1. Types of investors for your stage and sector
2. Types on investments
3. Venture capital economics
4. Management and control issues
5. Due diligence concerns
6. Exit strategies
7. Startup and founder protections
8. And more!
About the Speaker
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, and mergers and acquisitions. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger is a Fellow of the American College of Tax Counsel and former chair of several committees of the American Bar Association Sections of Business Law and Taxation. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies. Roger is a nationally recognized authority on agtech – the technology of food production - and the legal considerations for companies in this industry. Roger is also the author of 10,000 Startups: Legal Strategies for Startup Success and Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance, ABA Journal, Thrive Global and Fast Company.
How to Split the Pie, Raise Money, and Reward Contributors (Idea To IPO)Roger Royse
What’s my startup worth? How much equity should founders have? How much equity should I give to employees and consultants? How much should I give to the venture capitalists?
Silicon Valley startup attorney Roger Royse of the Royse Law Firm discusses the basic valuation and ownership issues involved in a startup’s life, from formation to financing to exit, including how to value your company and the contributions of stakeholders and investors at each step with a particular emphasis on different models, best practices and traps to avoid.
There is an old carpenters’ expression, “measure twice, cut once.” M&A work is just one of many areas in business and law where this expression resonates. Buyers and sellers, like chess players anticipating many moves in advance, should envision and plan the route to get a deal done, including anticipated detours, at the onset of the transaction.
This webinar discusses the similarities and differences between basic M&A transaction structures; purchase price payment concerns; the most common issues that arise in the early stages of M&A transactions of all kinds; the relationship between ostensibly unrelated sections of an M&A agreement; and transaction timeline. One focus of this episode is a threshold question in many deals: whether the buyer will buy equity or assets. This episode will, in summary form, cover many of the issues discussed in greater depth in subsequent episodes.
Part of the webinar series: M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Business sale transactions are rarely structured all in cash, especially in the current climate. For a number of reasons including tax, financing, buyer hedging and maximisation of value, deals can be structured in a variety of way and we have focused on some of the more common ones below:
Cash
Deferred payments
Retentions
Performance related payments (PRP)
Earn Outs
Elevator Deals
Shares
Mergers
Nurture Talent Academy conducted InvestorYatra for startups in Delhi, Gurgaon and Noida in July 2013. 25 entrepreneurs visited investors offices like TLabs, GSF Accelerator, SAIF Partners and Canaan Partners to learn all about incubators, accelerators, angel investors and venture capital. Every session had an investor share insights on a startup topic - this presentation contains specifics about term sheet and agreements shared by Nishant Verman of Canaan Partners. Check out more on www.investoryatra.com.
Similar to Setting The Deal: 101 Investment Terms For Startup Founders (20)
The startup scene in China –especially in Chengdu– has been unknown to most of the Western world. Until today. Now, it’s the most exciting time to generate opportunities for growth-stage companies, helping them expand internationally and meet with top corporations, investors and government officials who are hungry for innovation and cutting-edge technologies. This is an in-depth analysis of the Chinese market which shows why Startupbootcamp launched its third Scale program in Chengdu with a mission to support more international, growth-stage companies to expand to China.
Accelerating the change: London FinTech 2015-2016 Trend ReportStartupbootcamp
This report highlights the most important trends of 2015 within the FinTech space and looks forward to what we can expect to see in 2016. As more startups enter the market there is increasing need to understand this shift and monitor what is happening.
Startupbootcamp Insurance is the leading accelerator focused on insurance innovation. We provide funding, mentorship, office space in the heart of London and access to a global network of investors and VCs, for up to 10 selected insurance startups across the globe.
For three months, the selected startups collaborate with 400+ mentors, partners, and investors to build world class insurance products, with the ultimate goal of becoming industry leading companies.
Startupbootcamp FinTech is the leading accelerator focused on financial innovation, providing funding, mentorship, office space in the heart of London and access to a global network of investors and VCs, for up to 10 selected FinTech startups.
Maaike Doyer is the Business Director at Business Models Inc. and a Mentor at Startupbootcamp Smart City & Living and E-commerce. Today she shares her best 10 tips on how to deal with Business Models, how to improve your business and run your startup.
On April 1st, the Startupbootcamp Smart Materials Accelerator program starts!
For this program, we are looking for 10 game-changing high-potential companies in the field of Smart Materials!
Are you looking to accelerate your business in 3 months time, that takes others 5 years?
Are you looking to get in contact with business relations, mentors and the largest network in the industry?
Apply now via www.startupbootcamp.org or contact us via smartmaterials@startupbootcamp.org
A startup’s guide to brand strategy: 4 steps to bootstrap human-centered desi...Startupbootcamp
This workshop walks through 4 step by step methodologies based on design thinking principles for how to bootstrap customer insights and begin a brand strategy. Each step is illustrated by a concrete example of a brand and UX refresh conducted at Startupbootcamp Istanbul for Benimcep, a secure online-marketplace for people to buy and sell smartphones at a discount and under warranty. Presented in the final month of the accelerator, it serves as a gut-check for entrepreneurs to see how well they understand their target customers and if they built a brand experience based on that understanding.
Presented by: Megan Colgan is co-founder of The GO Project and a mentor and entrepreneur in residence at Startupbootcamp Istanbul 2014 helping with brand development, customer experience design and marketing strategy. (Find her @MegColgan)
Workshop Philosophy:
Empathy is the impetus of great design. Customer empathy—a fundamental understanding of a customer’s values, needs, perceptions and emotions—is at the core of designing a successful product, a successful user experience and it is at the core of designing a successful brand.
Studies like the Stengel 50 and an analysis by co:collective on Storydoing, prove that brands that connect to and deliver human value are more successful in acquiring customers, creating advocates, earning customer loyalty, and performing financially. Such success is rooted in authentic customer connection which requires digging much deeper than aesthetics and tactics. It requires talking to and understanding customers through constant feedback and iterative testing.
Growth Hacking by Jordan Schlipf for Startupbootcamp Alumni CEO Summit 27 & 2...Startupbootcamp
Jordan Schlip - Partner at Founder Centric - gave a workshop about Growth Hacking at Startupbootcamp Alumni CEO Summit on 27 & 28 June '14 in Berlin.
Jordan Schlipf twitter: https://twitter.com/jordups
Jordan Schlipf linkedin: http://uk.linkedin.com/pub/jordan-schlipf/74/551/b8
Founder Centric: http://www.foundercentric.com/
Startupbootcamp: www.startupbootcamp.org
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Startupbootcamp FinTech asked its network of 5000 industry experts, entrepreneurs, investors and startups worldwide 4 very simple question. 1) Which city do you think is the global leader in FinTech?, 2) Which company will be a bank in the next 5 years?, 3) What should the next waves of FinTech startups focus on?, 4) What is the main reason why Financial Institutions struggle to innovate?
How to Build a Diversified Investment Portfolio.pdfTrims Creators
Building a diversified investment portfolio is a fundamental strategy to manage risk and optimize returns. For both novice and experienced investors, diversification offers a pathway to a more stable and resilient financial future. Here’s an in-depth guide on how to create and maintain a well-diversified investment portfolio.
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In this comprehensive slideshow presentation, we delve into the intricacies of crypto marketing, offering invaluable insights and strategies to propel your project to success in the dynamic cryptocurrency landscape. From understanding market trends to building a robust brand identity, engaging with influencers, and analyzing performance metrics, we cover all aspects essential for effective marketing in the crypto space.
Also Intelisync, our cutting-edge service designed to streamline and optimize your marketing efforts, leveraging data-driven insights and innovative strategies to drive growth and visibility for your project.
With a data-driven approach, transparent communication, and a commitment to excellence, InteliSync is your trusted partner for driving meaningful impact in the fast-paced world of Web3. Contact us today to learn more and embark on a journey to crypto marketing mastery!
Ready to elevate your Web3 project to new heights? Contact InteliSync now and unleash the full potential of your crypto venture!
Salma Karina Hayat is Conscious Digital Transformation Leader at Kudos | Empowering SMEs via CRM & Digital Automation | Award-Winning Entrepreneur & Philanthropist | Education & Homelessness Advocate
Explore Sarasota Collection's exquisite and long-lasting dining table sets and chairs in Sarasota. Elevate your dining experience with our high-quality collection!
Textile Chemical Brochure - Tradeasia (1).pdfjeffmilton96
Explore Tradeasia’s brochure for eco-friendly textile chemicals. Enhance your textile production with high-quality, sustainable solutions for superior fabric quality.
What You're Going to Learn
- How These 4 Leaks Force You To Work Longer And Harder in order to grow your income… improve just one of these and the impact could be life changing.
- How to SHUT DOWN the revolving door of Income Stagnation… you know, where new sales come into your magazine while at the same time existing sponsors exit.
- How to transform your magazine business by fixing the 4 “DON’Ts”...
#1 LEADS Don’t Book
#2 PROSPECTS Don’t Show
#3 PROSPECTS Don’t Buy
#4 CLIENTS Don’t Stay
- How to identify which leak to fix first so you get the biggest bang for your income.
- Get actionable strategies you can use right away to improve your bookings, sales and retention.
When listening about building new Ventures, Marketplaces ideas are something very frequent. On this session we will discuss reasons why you should stay away from it :P , by sharing real stories and misconceptions around them. If you still insist to go for it however, you will at least get an idea of the important and critical strategies to optimize for success like Product, Business Development & Marketing, Operations :)
Reflect Festival Limassol May 2024.
Michael Economou is an Entrepreneur, with Business & Technology foundations and a passion for Innovation. He is working with his team to launch a new venture – Exyde, an AI powered booking platform for Activities & Experiences, aspiring to revolutionize the way we travel and experience the world. Michael has extensive entrepreneurial experience as the co-founder of Ideas2life, AtYourService as well as Foody, an online delivery platform and one of the most prominent ventures in Cyprus’ digital landscape, acquired by Delivery Hero group in 2019. This journey & experience marks a vast expertise in building and scaling marketplaces, enhancing everyday life through technology and making meaningful impact on local communities, which is what Michael and his team are pursuing doing once more with Exyde www.goExyde.com
3. Setting the Deal
WHAT IS SETTING THE DEAL?
4
An experienced Venture Capitalist
Vs
a successful entrepreneur and his
legal advisor
negotiating the terms of an early stage
financing deal.
11. Setting the Deal
Example:
Company is worth €1 million pre and raises
€500K.
• How much is post-money valuation?
• What % do investors own?
12
12. Setting the Deal
Example:
Company is worth €1 million pre and raises
€500K.
• How much is post-money valuation?
€1m + € 500K = €1,5 million
• What % do investors own?
€ 500K /€1,5million = 33.3%
13
14. Setting the Deal 15
Specify who gets paid first
in event of liquidation (like
sale of company)
15. Setting the Deal 16
2 important things. The actual
preference and participation
16. Setting the Deal 17
Preference: A certain multiple of
the original investment is returned
to the investor before the common
stock receives any payment.
17. Setting the Deal 18
Example:
• Investor has invested 1M for 30% with a
liquidation preference 3X.
• Company is sold for 4M.
18. Setting the Deal 19
Example:
• Investor has invested 1M for 30% with a
liquidation preference 3X.
• Company is sold for 4M.
Without preference he would get 30%*4M
= 1,2M
19. Setting the Deal 20
Example:
• Investor has invested 1M for 30% with a
liquidation preference 3X.
• Company is sold for 4M.
Without preference he would get 30%*4M
= 1,2M
With 3X preference he gets 3X1M = 3M
20. Setting the Deal 21
Participation: three varieties of
participation:
• full participation
• capped participation
• non-participating
21. Setting the Deal 22
Participation: three varieties of
participation:
• full participation [more investor
friendly]
• capped participation
• non-participating [more entrepreneur
friendly]
23. Setting the Deal 24
Protects an investor if at the
next round you raise money at
a lower valuation than the one
you currently have
24. Setting the Deal 25
2 main formulas.
- Full ratchet
- Weighted average
25. Setting the Deal 26
- Full ratchet
- Investor does not dilute at all
- More investor friendly,
-Weighted average
- Investor dilutes (not as much as entrepreneur) based on the
amount of money raised in the past and being raised now.
- More entrepreneur friendly
27. Setting the Deal 28
Vesting means that instead of
founders getting their %
immediately, they get it
regularly over some period
28. Setting the Deal 29
If founders have 50% of
company with a 4 year vesting,
this means that after 1st year
they have 50%/4 = 12,5%, after
2nd year 25% etc…
30. Setting the Deal 31
Protective provisions grant the
investors the right to veto or block
certain corporate actions.
Examples: strategy, sale of
company, change of CEO
31. Setting the Deal 32
The rationale for these
provisions is to protect the
investors (minority
shareholders) from the
majority stockholders.
39. Setting the Deal
VALUATION
40
Pre-Money Valuation: The Original Purchase Price is based upon a fully-diluted
pre-money valuation of €5,000,000 and a fully-diluted
post-money valuation of €7,692,000 (including an
employee pool representing 10% of the fully-diluted post-
money capitalization).
Investors: InvestorVentures. Shares 35%, €2,692,000
40. Setting the Deal
LIQUIDATION PREFERENCES
41
Liquidation Preference:
In the event of any liquidation, dissolution or winding up of
the Company, the proceeds shall be paid as follows:
(full participating Preferred Stock): First pay two times the
Original Purchase Price plus accrued dividends on each share
of Series A Preferred. Thereafter, the Series A Preferred
participates with the Common Stock pro rata on an as-
converted basis.
41. Setting the Deal
ANTIDILUTION
42
Anti-dilution Provisions: In the event that the Company issues additional securities at
a purchase price less than the current Series A Preferred
conversion price, then the conversion price will be reduced
to the price at which the new shares are issued.
42. Setting the Deal
MANAGERS’ STOCK VESTING
43
Vesting of Managers’Shares: 100% of the shares directly or indirectly held by a Founder
shall be subject to a: reverse quarterly vesting over a period of
four years with a one year cliff, with a compensation in the
amount of the unvested shares; nominal value in case of a bad
leaver event and in the amount of the portion of the minimum
of either the most recent financing round or current market
price in case of a good leaver event.
"Good Leaver" means any employee shareholder who ceases
to be employed as a result of death or permanent incapacity,
summary dismissal when the dismissal is found to have been
wrongful or constructive, or whose contract of employment is
terminated in circumstances where he is not in breach of his
contract. "Bad Leaver" means any employee shareholder who
is not a Good Leaver.
43. Setting the Deal
PROTECTIVE PROVISIONS AND
VETO RIGHTS
44
In addition to any other vote or approval required under the
Company’s Charter or Bylaws, the Company will not, without the
written consent of the holders of at least 75% of the Company’s
Series A Preferred, either directly or by amendment, merger,
consolidation, or otherwise:
…
Protective Provisions:
Matters Requiring
Investor Director
Approval:
The prior written approval of both the Series A
Directors will be required to:
…
For instance, if the Cap is set at two times (2x) invested capital, the Series holders would participate up until they receive two times the “Original Purchase Price” of that Series, after which they would not receive any further proceeds from the acquisition.
Full Participating Preferred. The Series A investors will get a preferential payment equal to one times the “Original Purchase Price” of the Series A round
The “Cap” feature sets a limit on the multiple of return on invested capital that a series of Preferred Stock can receive before its participation feature is cancelled. For instance, if the Cap is set at two times (2x) invested capital, the Series holders would participate up until they receive two times the “Original Purchase Price” of that Series, after which they would not receive any further proceeds from the acquisition.
non-participating [more entrepreneur friendly]: A Series of Preferred Stock that is non-participating will receive an amount equal to its percentage share of ownership in a Company (on an as-if converted to Common basis) in the case of an acquisition or winding up of the Company