Raising Capital: Private Placement FormsWolters 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.
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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 |
Otras ediciones - Ver todas
Raising Capital: Private Placement Forms & Techniques, Volumen2 James Robert Brown Sin vista previa disponible - 1993 |