18 documents
NVCA
Model PIPE Form of Ordinary Warrant (FPI) (NVCA)
This document is a template for a Warrant to Purchase Ordinary Shares or American Depositary Shares (ADSs). It details the terms and conditions under which a holder can exercise the warrant to acquire shares from a company, including provisions for exercise price adjustments, corporate events, and limitations on beneficial ownership. The template is designed for use in PIPE financings and incorporates compliance with U.S. securities laws.
NVCA
Model PIPE Registration Rights Agreement (US Issuer) (NVCA)
This document is a Registration Rights Agreement designed for Private Investment in Public Equity (PIPE) financings. It outlines the Company's obligations to register certain securities (Shares and Warrants) purchased by Investors under the U.S. Securities Act of 1933, enabling their resale to the public. The agreement details timelines for registration, responsibilities of both parties, and provisions for indemnification and liquidated damages.
NVCA
Indemnification Agreement (Updated July 2020) (NVCA)
This document is a model indemnification agreement designed for officers and directors of a corporation. It outlines the company's obligation to indemnify and advance expenses to these individuals for claims arising from their corporate service, primarily under the framework of the Delaware General Corporation Law (DGCL) Section 145. The template also includes optional provisions for venture capital funds that appoint directors to the board.
NVCA
Sample Code of Conduct Policy (NVCA)
This document is a sample Code of Conduct Policy designed for companies and firms to adopt. It outlines expectations for ethical behavior, compliance with laws and regulations, and defines unacceptable conduct for employees and third parties. The policy emphasizes integrity, fair dealing, and provides a framework for addressing violations.
NVCA
Management Rights Letter (Updated July 2020) (NVCA)
This Management Rights Letter template grants specific contractual management rights to an investor in a portfolio company. Its primary purpose is to help a venture fund qualify as a Venture Capital Operating Company (VCOC) under ERISA, thereby exempting the fund's assets from being treated as ERISA plan assets. The document also includes important considerations and optional clauses related to the Committee on Foreign Investment in the United States (CFIUS) regulations for foreign investors.
NVCA
Voting Agreement (Updated October 2024) (NVCA)
This document is an Amended and Restated Voting Agreement designed for a Delaware corporation. It outlines the voting arrangements among the Company, Investors, and Key Holders regarding the election and removal of directors, increases in authorized common stock, and the process for a potential sale of the company. The agreement includes provisions for board composition, drag-along rights, and compliance with 'bad actor' rules and sanctions.
NVCA
Model PIPE Form of Pre-Funded Warrant (FPI) (NVCA)
This document is a template for a Pre-Funded Warrant, which allows a holder to purchase ordinary shares or American Depositary Shares (ADSs) from a company. It outlines the terms of exercise, including payment options, adjustments for corporate events like dividends and share splits, and limitations on beneficial ownership. The template is designed for use in Private Investment in Public Equity (PIPE) financings, particularly for foreign private issuers, and references U.S. securities laws.
NVCA
Investors’ Rights Agreement (Includes a Inclusion Provision) (NVCA)
This Investors’ Rights Agreement template is designed for venture capital financings, outlining crucial rights for investors. It covers registration rights for public offerings, access to company information, and preemptive rights to participate in future equity financings. The document also includes various company covenants, addressing aspects like insurance, employee agreements, and compliance with specific regulations.
NVCA
Investors’ Rights Agreement (Updated October 2024) (NVCA)
This Investors' Rights Agreement template outlines the key rights granted to investors in a company, particularly in venture capital financings. It covers essential provisions such as registration rights for public offerings, comprehensive information rights, and preemptive rights to participate in future equity issuances. The document also includes various company covenants, indemnification clauses, and provisions addressing compliance with regulations like CFIUS and FCPA.
NVCA
LPA Insert Language Regarding CFIUS (Updated July 2020) (NVCA)
This document provides model insert language for a Limited Partnership Agreement, specifically addressing compliance with the Committee on Foreign Investment in the United States (CFIUS) regulations. It defines key terms related to CFIUS, outlines limitations on foreign person limited partners, and details the General Partner's authority and responsibilities in managing CFIUS risks for the partnership's investments.