Raising Capital: Private Placement Forms

Portada
Wolters Kluwer, 1995 M12 31 - 4628 páginas

Whether youand’re an attorney, business advisor, financial officer, compliance professional, or investor, youand’ll find the forms and professional-level help you need in Raising Capital: Private Placement Forms and& Techniques, Third Edition, by J. Robert Brown Jr. and the late Herbert B. Max.

This unique two-volume resource is simply the most thorough guide on handling successful private capital formation. Only Raising Capital: Private Placement Forms and& Techniques, Third Edition offers:

Almost 500 deal-tested forms of agreement and related documents Practical guidance regarding the law and techniques of each type of agreement A chapter discussing and analyzing the requirements of the Troubled Asset Relief Program (TARP), including related agreements, certificates and sample contract clauses Checklists of important points and provisions Clear explanation of different investment devices and their impact on investors and businesses Expert analysis of complex federal securities laws Coverage of important topics including Sarbanes-Oxley and the ADA compliance issues, Guarantees, Confidentiality Agreements, Regulation D Exemptions, Environmental LLCs, Opinions of Counsel, Privacy Concerns and more! BONUS CD-ROM!

With your purchase of Raising Capital: Private Placement Forms and& Techniques, Third Edition, you will receive an electronic version of the treatise on CD-ROM. All of the forms from the two-volume set are included in Rich Text Format (RTF) and may be opened in any word processing program.

Dentro del libro

Páginas seleccionadas

Contenido

Chapter 15Subordination Chapter 16Guarantees Chapter 17Agreements Between Investors and Shareholders
xlv
Chapter 10
xlviii
39 Aggregation of Registrable Securities Clause
lx
Volume
1-1
10 Provision on Exclusive Forum Selection for Certain
1-3
33 Provisions for Limitation of Liability by Officers
1-4
64 BylawDuties of the Chairperson and Vice
1-5
87 BylawProviding for Minutes of Committee
1-6
Volume 2
i
Chapter 11Warrants and Options
v
Chapter 12Letter of Intent and Underwriting Agreements
vii
Chapter 13Debt Securities Chapter 14Security Pledge and Escrow Agreements
viii
Next page is xvii
xvii
54 Transfer of Shares upon Cessation of Employment
xviii
Chapter 20
xx
Next page is xxv
xxv

108 BylawHonorary Directors
1-7
139 BylawAdvance Payment of Expenses
1-9
161 Bylaw Concerning Notice Requirements
1-10
03 Opinion of Borrowers Counsel Leveraged Buyout
1-20
Chapter 24
1-24
93 BylawDefining Special Independence Criteria
1-93
104 Bylaw Advisory DirectorsRight to Attend
1-105
168 Bylaw FeeShifting
1-182
Chapter 1Incorporation Chapter 2Subchapter S Corporations
2-1
02 Operating Agreement for Limited Liability Company
2-36
03 Stock Purchase Agreement for Acquisition
2-78
04 Securities Purchase Agreement for Acquisition
2-136
CONFIDENTIALITY AGREEMENTS
2-155
05 Stock Purchase and Transfer Restriction Agreement
2-205
06 Shareholders Agreement Regarding Sale of Shares
2-238
Chapter 3Small Business Investment Companies and Business Development Companies
3-1
22 Provision for Articles of Incorporation Subjecting
3-2
Chapter 6
3-6
Chapter 9
3-9
06 Covenants SBIC Investors
3-26
11 Definitions
3-32
16 Provision Providing Conditions for Merger Including
3-38
Chapter 4Partnerships
4-1
31 Clause Defining Rights and Obligations of Limited
4-3
51 Clause Providing Procedures for Amendments
4-4
Chapter 5Limited Liability Companies
5-1
22 Clause Providing for Creation of Conflicts Committee
5-3
43 Clause Providing for Indemnification Company
5-4
66 Clause Providing for Modification of Capital
5-5
93 Clause Providing for Special Meeting of Members
5-6
118 Clause Providing for Inspection Rights of Members
5-7
18 Clause Defining Cause in Connection with
5-18
59 Clause Creating Capital Account for Members
5-59
72 Clause Defining Transfers That Do Not Require
5-72
83 Clause Invoking Tax Status as Partnership
5-83
132 Clause Allowing EMail to Suffice as a Writing
5-139
137 Clause Providing for Manager as AttorneyinFact
5-145
142 Certificate of Formation
5-151
GENERAL FORMS AND CHECKLISTS
6-1
Chapter 3
6-3
Chapter 7
6-7
Chapter 13
6-13
Chapter 15
6-15
DEBT SECURITIES
6-26
SUBORDINATION
6-35
Chapter 6General Forms and Checklists Chapter 7Investment and Purchase Agreements
7-1
Chapter 8Subscription Agreements
8-1
26 Limitation on Resale for Subscription Shares Sold
8-2
Notice of Stop Orders
8-206
Chapter 8AEnvironmental Concerns
1
Hazardous Materials
10
Addressing Voting Rights of Pledged Stock
11
32
19
Environmental Loss
23
Form 8A 18 Representations and Warranties on Environmental
28
Form 8A 21 Clause Allocating Risks and Indemnity among
34
Form 8A 24 Environmental Indemnity Agreement Hazardous
52
Form 8A 25 Environmental Indemnity Agreement Including
64
Chapter
79
Form 8B 11 Representation and Warranty Amendments
80
Form 8B 29 Representation and Warranty Compliance with Third
81
Form 8B 50 Cautionary Statement with Respect to Forward
82
instructions including any code or instructions provided by third parties
136
FORM 8B 29 REPRESENTATION AND WARRANTY
158
FORM 8B 27 REPRESENTATION AND WARRANTY PRIVACY
163
Chapter 8BPrivacy and Cybersecurity Concerns Chapter 8CSarbanesOxley and DoddFrank Compliance
177
SarbanesOxley
178
Form 8C 27 Officer Director Questionnaire Concerning Audit
179
COMMON STOCK PROVISIONS
9-1
28 Election of Directors by Class
9-2
Board of Directors Requiring
9-4
02 Common Stock Authority Delaware
9-24
Reclassification of Shares
9-30
06 Conversion Upon Transfer
9-36
11 Disability Defined
9-42
16 Conversion Ratio 11
9-49
21 Voting Rights
9-55
25 Two Classes of Common Voting Together on
9-61
35 Restriction on Voting Rights with Respect
9-74
41 Identical Treatment in the Case of a Subdivision
9-81
47 Special Voting Rights Amendment or Repeal
9-87
Procedures
9-94
57 Permitted Transfer Defined
9-99
61 Exceptions from the Definition of Transfer
9-105
65 Business Combination Defined
9-111
69 Dividends Identical for All Series or Classes
9-117
74 Liquidation NonVoting Shares
9-123
78 Cancellation of Shares Acquired by Corporation
9-129
84 Redemption Rights
9-135
89 Conversion Form for Common Stock
9-141
01 Charter Provision Providing the Board with Authority
10-1
17 Reservation of Shares of Common Stock
10-2
43 Triggering Event for Mandatory Put of Shares
10-3
70 Liquidation Preference for Convertible Preferred
10-5
08 Conversion Rights Optional
10-77
38 Redemption Provision Upon Change of Control
10-115
49 Voting Rights and Director Elections
10-128
53 Preferred Stock Protective Provisions Creation
10-134
59 Clause Limiting the Right of Common Stockholders
10-140
65 Accrued Preferred Dividends
10-146
71 Participating Liquidation Preference
10-153
Chapter 9Common Stock Provisions Chapter 10Preferred Shares Chapter 10ACode of Ethics
1
rial defects or deficiencies and to the Companys Knowledge does
2
Form 10A 01 Code of Ethics for Chief Executive Officer
10
Form 10A 05 Compliance with Applicable Laws Long Version
16
Form 10A 10 Compliance with Disclosure Requirements Privately
23
Compliance Officer
29
Disciplinary Action Including
35
Form 10A 28 Requests for Waiver of Any Provision of Code
41
Chapter 11
11-1
02 Common Stock Purchase Agreement Alternative
11-32
03 Common Stock Purchase Warrant Including Cashless
11-54
04 Preferred Stock Purchase Warrant
11-73
05 Preferred Stock Purchase Warrant Including Cashless
11-86
06 Convertible Preferred Stock Warrant
11-98
07 Redeemable Convertible Preferred Stock Warrant
11-118
08 Transferability of Warrants Provision
11-130
12 Exercise of Warrants Provision Including Cashless
11-136
14 Reservation of Stock Provision
11-143
18 AntiDilution Provisions Alternative
11-154
19 Warrantholders Purchase Rights Provision
11-163
20 Issuance of Detachable Warrants in Connection with
11-164
26 Note and Warrant Purchase Agreement
11-171
27 Convertible Note and Warrant Purchase Agreement
11-209
ably be expected to result in a liability material to the Company taken
11-240
28 Poison Pill Provision
11-250
32 Convertible Preferred Stock and NonDetachable
11-286
33 Purchaser Status Provision
11-324
37 Placement Agents Agreement
11-341
38 Escrow Agreement for Purchase of Stock
11-365
NonEmployee
11-375
Employee Compensation
11-386
41 Employment Agreement Separate Stock Option
11-396
43 Nonqualifed Stock Option Grant Agreement
11-405
44 Exercise Notice for Stock Options
11-415
01 Bank Financing Letter of Intent
12-1
01 Loan Agreement
13-1
18 Clause Increasing Interest Rate in Event of Default
13-2
43 Covenant Requiring Availability of Subsidiary Books
13-3
67 Representation and Warranty with Respect
13-5
Chapter 12
13-12
14 Clause Requiring Financial Reports Audited
13-59
31 Clause Providing for Perfection of Security Interest
13-81
54 Negative Covenants Imposing Financial Covenants
13-105
59 Negative Covenants Restricting Payments
13-111
63 Negative Covenant Prohibiting Change in the Nature
13-117
75 Clause in Loan Sales Agreement Providing
13-146
Application of Rule
13-159
92 Clause in Note Imposing a Prepayment Premium
13-172
98 Clause in Convertible Note Providing for Adjustment
13-179
102 Notice of Conversion of Convertible Note
13-185
Chapter 14
14-1
Definition of Voting Rights by Lender
14-3
Resignation of Escrow Agent
14-4
and Escrow Agreements
14-13
02 Share Pledge Agreement
14-28
03 Stock Pledge Agreement Loan
14-53
04 Stock Pledge Agreement Loan and Stock Purchase
14-60
05 Pledge Agreement with Irrevocable Proxy by Sole
14-67
Dividend and Voting Rights PostDefault
14-131
Covenants of Debtor Notice of Name
14-137
Definition of Events of Default
14-143
51 Security Agreement for Property
14-157
52 Stock Escrow Agreement
14-169
Rights Duties and Responsibilities
14-176
01 Subordination Agreement
15-1
03 Subordination and Intercreditor Agreement
15-22
04 Intercompany Subordination Agreement
15-44
05 Subordination Agreement Among Different Classes
15-59
07 Subordination Agreement for Management Fees
15-81
09 Subordination in Debt Instrument Provision
15-95
11 Senior Subordinated Promissory Note
15-108
13 Convertible Subordinated Debenture With
15-122
14 Investors Consent Investment Representation
15-150
01 Unconditional Guaranty
16-1
21 Provision Defining Pledged Stock for Purposes
16-144
11 Registration Expenses Clause Paid by Selling
17-1
64 Irrevocable Proxy With Limited Liability Company
17-18
Chapter 18Participation and Intercreditor Agreements
18-1
Chapter
18-241
Acquisition of Properties Not
18-242
Next page is xxxi
18-249
Chapter 18AThe Americans with Disabilities Act Chapter 19Exemptions from Registration Under the Federal Securities Laws
19-1
10 Contract Clause Providing for Appointment
19-3
02 Accredited Investor Questionnaire Without
19-109
04 Bad Actor Disqualification Questionnaire Rule 506
19-123
Regulation
19-132
09 Clause Providing for the Delivery of a Purchaser
19-139
18 Contract Clause Defining General Solicitation
19-181
24 Election as an Emerging Growth Company
19-187
30 Disclaimer of Bad Actor Status Under Rule 506
19-193
Chapter 20Resales
20-1
01 Suggested Legend144 Securities Convertible
20-2
22 Provision Defining Rule 144Event of Default
20-3
42 Representation and Warranty of Accredited Investor
20-4
13 Rule 144 Opinion Letter of Counsel Affiliate Sale
20-56
43 Regulation S Subscription Agreement
20-102
44 Representations and Warranties of Purchaser
20-117
Chapter 21
21-1
12 Registration Expenses Clause Incremental Fees Paid
21-2
18 Demand Registration Rights with an Option
21-177
21 Inclusion of Company Shares Following Exercise
21-183
27 Restrictions on Sales During Registration Clause
21-189
32 Requirement to File Reports Under Exchange
21-195
Chapter 21Registration Rights SEC Filings Chapter 22Confidentiality Agreements
22-1
Confidentiality Provision Applicable
22-2
Definition of Confidential Information Short
22-3
Governing Publicity of Agreement under
22-4
LETTER OF INTENT AND UNDERWRITING AGREEMENTS
22-12
expected to result in a liability material to the Company and its Subsid
22-87
Chapter 23Opinions of Counsel Chapter 24Crowdfunding
23-1
01 Form C
24-2
Next page is lvii
24-24
07 Criminal Action Disclosure Reporting Page FP
24-113
09 Civil Judicial Action Disclosure Reporting Page FP
24-120
11 Bond Disclosure Reporting Page FP
24-11
14 Educational Materials Required to Be Distributed
24-14
Derechos de autor

Otras ediciones - Ver todas

Términos y frases comunes

Información bibliográfica