PEVC法律术语英文版
This sample document is the work product of a national coalition of attorneys who specialize in venture capital financings, working under the auspices of the NVCA. This document is intended to serve as a starting point only, and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample document presents an array of (often mutually exclusive) options with respect to particular deal provisions.
TERM SHEET
This term sheet maps to the NVCA Model Documents, and for convenience the provisions are grouped according to the particular Model Document in which they may be found. Although this term sheet is perhaps somewhat longer than a "typical" VC Term Sheet, the aim is to provide a level of detail that makes the term sheet useful as both a road map for the document drafters and as a reference source for the business people to quickly find deal terms without the necessity of having to consult the legal documents (assuming of course there have been no changes to the material deal terms prior to execution of the final documents).
FOR SERIES A PREFERRED STOCK FINANCING OF
[INSERT COMPANY NAME], INC.
[ __, 20__]
This Term Sheet summarizes the principal terms of the Series A Preferred Stock Financing of [___________], Inc., a [Delaware] corporation (the “Company”). In consideration of the time and expense devoted and to be devoted by the Investors with respect to this investment, the No Shop/Confidentiality [and Counsel and Expenses] provisions of this Term Sheet shall be binding obligations of the Company whether or not the financing is consummated. No other legally binding obligations will be created until definitive agreements are executed and delivered by all parties. This Term Sheet is not a commitment to invest, and is conditioned on the completion of due diligence, legal review and documentation that is satisfactory to the Investors. This Term Sheet shall be governed in all respects by the laws of [______________the ].1
Offering Terms
Closing Date: As soon as practicable following the Company’s acceptance of this
Term Sheet and satisfaction of the Conditions to Closing (the
“Closing”). [provide for multiple closings if applicable] Investors: Investor No. 1: [_______] shares ([__]%), $[_________]
Investor No. 2: [_______] shares ([__]%), $[_________]
[as well other investors mutually agreed upon by Investors and the
Company]
Amount Raised: $[________], [including $[________] from the conversion of
principal [and interest] on bridge notes].2
Price Per Share: $[________] per share (based on the capitalization of the Company
set forth below) (the “Original Purchase Price”).
1The choice of law governing a term sheet can be important because in some jurisdictions a term sheet that expressly states that it is nonbinding may nonetheless create an enforceable obligation to negotiate the terms set forth in
the term sheet in good faith. Compare SIGA Techs., Inc. v. PharmAthene, Inc., Case No. C.A. 2627 ( (Del. Supreme Court May 24, 2013) (holding that where parties agreed to negotiate in good faith in accordance with a term sheet, that
obligation was enforceable notwithstanding the fact that the term sheet itself was not signed and contained a footer on
each page stating “Non Binding Terms”); EQT Infrastructure Ltd. v. Smith, 861 F. Supp. 2d 220 (S.D.N.Y. 2012); Stanford Hotels Corp. v. Potomac Creek Assocs., L.P., 18 A.3d 725 (D.C. App. 2011)with Rosenfield v. United States
Trust Co., 5 N.E. 323, 326 (Mass. 1935) (“An agreement to reach an agreement is a contradiction in terms and imposes no obligation on th e parties thereo.”); Martin v. Martin, 326 S.W.3d 741 (Tex. App. 2010); Va. Power Energy Mktg. v. EQT Energy, LLC, 2012 WL 2905110 (E.D. Va. July 16, 2012). As such, because a “nonbinding” term sheet governed by the
law of a jurisdiction such as Delaware, New York or the District of Columbia may in fact create an enforceable obligation
to negotiate in good faith to come to agreement on the terms set forth in the term sheet, parties should give consideration
to the choice of law selected to govern the term sheet.
2Modify this provision to account for staged investments or investments dependent on the achievement of milestones by the Company.
Pre-Money Valuation: The Original Purchase Price is based upon a fully-diluted pre-money
valuation of $[_____] and a fully-diluted post-money valuation of
$[______] (including an employee pool representing [__]% of the
fully-diluted post-money capitalization).
Capitalization: The Company’s capital structure before and after the Closing is set
forth on Exhibit A.
CHARTER3
Dividends: [Alternative 1: Dividends will be paid on the Series A Preferred on
an as-converted basis when, as, and if paid on the Common Stock]
[Alternative 2: The Series A Preferred will carry an annual [__]%
cumulative dividend [payable upon a liquidation or redemption]. For
any other dividends or distributions, participation with Common
Stock on an as-converted basis.] 4
[Alternative 3: Non-cumulative dividends will be paid on the Series
A Preferred in an amount equal to $[_____] per share of Series A
Preferred when and if declared by the Board.]
Liquidation Preference: In the event of any liquidation, dissolution or winding up of the
Company, the proceeds shall be paid as follows:
[Alternative 1 (non-participating Preferred Stock): First pay [one]
times the Original Purchase Price [plus accrued dividends] [plus
declared and unpaid dividends] on each share of Series A Preferred
(or, if greater, the amount that the Series A Preferred would receive
on an as-converted basis). The balance of any proceeds shall be
distributed pro rata to holders of Common Stock.]
[Alternative 2 (full participating Preferred Stock): First pay [one]
times the Original Purchase Price [plus accrued dividends] [plus
declared and unpaid dividends] on each share of Series A Preferred.
Thereafter, the Series A Preferred participates with the Common
3The Charter (Certificate of Incorporation) is a public document, filed with the Secretary of State of the state
in which the company is incorporated, that establishes all of the rights, preferences, privileges and restrictions of the Preferred Stock.
4In some cases, accrued and unpaid dividends are payable on conversion as well as upon a liquidation event. Most typically, however, dividends are not paid if the preferred is converted. Another alternative is to give the Company
the option to pay accrued and unpaid dividends in cash or in common shares valued at fair market value. The latter are referred to as “PIK” (payment-in-kind) dividends.
Stock pro rata on an as-converted basis.]
[Alternative 3 (cap on Preferred Stock participation rights): First pay
[one] times the Original Purchase Price [plus accrued dividends]
[plus declared and unpaid dividends] on each share of Series A
Preferred. Thereafter, Series A Preferred participates with Common
Stock pro rata on an as-converted basis until the holders of Series A
Preferred receive an aggregate of[_____] times the Original Purchase
Price (including the amount paid pursuant to the preceding
sentence).]
A merger or consolidation (other than one in which stockholders of
the Company own a majority by voting power of the outstanding
shares of the surviving or acquiring corporation) and a sale, lease,
transfer, exclusive license or other disposition of all or substantially
all of the assets of the Company will be treated as a liquidation event
(a “Deemed Liquidation Event”), thereby triggering payment of the
liquidation preferences described above [unless the holders of [___]%
of the Series A Preferred elect otherwise]. [The Investors' entitlement
to their liquidation preference shall not be abrogated or diminished in
the event part of the consideration is subject to escrow in connection
with a Deemed Liquidation Event.]5
Voting Rights: The Series A Preferred shall vote together with the Common Stock on
an as-converted basis, and not as a separate class, except (i) [so long
as [insert fixed number, or %, or “any”] shares of Series A Preferred
are outstanding,] the Series A Preferred as a class shall be entitled to
elect [_______] [(_)] members of the Board (the “Series A
Directors”), and (ii) as required by law. The Company’s Certificate
of Incorporation will provide that the number of authorized shares of
Common Stock may be increased or decreased with the approval of a
majority of the Preferred and Common Stock, voting together as a
single class, and without a separate class vote by the Common Stock.6 Protective Provisions: [So long as[insert fixed number, or %, or “any”] shares of Series A
Preferred are outstanding,] in addition to any other vote or approval
r equired under the Company’s Charter or Bylaws,the Company will
not, without the written consent of the holders of at least [__]% of the
Company’s Series A Preferred, either directly or by amendment,
merger, consolidation, or otherwise:
(i) liquidate, dissolve or wind-up the affairs of the Company, or
5See Subsection 2.3.4 of the Model Certificate of Incorporation and the detailed explanation in related footnote 25.
6For corporations incorporated in California, one cannot “opt out” of the statutory requirement of a s eparate class vote by Common Stockholders to authorize shares of Common Stock. The purpose of this provision is to "opt out"
of DGL 242(b)(2).
effect any merger or consolidation or any other Deemed
Liquidation Event; (ii) amend, alter, or repeal any provision of the
Certificate of Incorporation or Bylaws [in a manner adverse to the
Series A Preferred];7 (iii) create or authorize the creation of or
issue any other security convertible into or exercisable for any
equity security, having rights, preferences or privileges senior to
or on parity with the Series A Preferred, or increase the authorized
number of shares of Series A Preferred; (iv) purchase or redeem
or pay any dividend on any capital stock prior to the Series A
Preferred, [other than stock repurchased from former employees
or consultants in connection with the cessation of their
employment/services, at the lower of fair market value or cost;]
[other than as approved by the Board, including the approval of
[_____] Series A Director(s)]; or (v) create or authorize the
creation of any debt security [if the Company’s aggregate
indebtedness would exceed $[____][other than equipment leases
or bank lines of credit][unless such debt security has received the
prior approval of the Board of Directors, including the approval of
[________] Series A Director(s)]; (vi) create or hold capital stock
in any subsidiary that is not a wholly-owned subsidiary or dispose
of any subsidiary stock or all or substantially all of any subsidiary
assets; [or (vii) increase or decrease the size of the Board of
Directors].8
Optional Conversion: The Series A Preferred initially converts 1:1 to Common Stock at any
time at option of holder, subject to adjustments for stock dividends,
splits, combinations and similar events and as described below under
“Anti-dilution Provisions.”
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, such conversion price shall be adjusted in accordance with the
following formula:
[Alternative 1: “Typical” weighted average:
CP2 = CP1 * (A+B) / (A+C)
CP2= Series A Conversion Price in effect immediately after
new issue
CP1= Series A Conversion Price in effect immediately prior
to new issue
7Note that as a matter of background law, Section 242(b)(2) of the Delaware General Corporation Law provides that if any proposed charter amendment would adversely alter the rights, preferences and powers of one series of Preferred Stock, but not similarly adversely alter the entire class of all Preferred Stock, then the holders of that series are entitled to a separate series vote on the amendment.
8The board size provision may also be addressed in the Voting Agreement; see Section 1.1 of the Model Voting Agreement.
A = Number of shares of Common Stock deemed to be
outstanding immediately prior to new issue (includes
all shares of outstanding common stock, all shares of
outstanding preferred stock on an as-converted basis,
and all outstanding options on an as-exercised basis;
and does not include any convertible securities
converting into this round of financing)9
B = Aggregate consideration received by the Corporation
with respect to the new issue divided by CP1
C = Number of shares of stock issued in the subject
transaction]
[Alternative 2: Full-ratchet – the conversion price will be reduced to
the price at which the new shares are issued.]
[Alternative 3: No price-based anti-dilution protection.]
The following issuances shall not trigger anti-dilution adjustment:10
(i) securities issuable upon conversion of any of the Series A
Preferred, or as a dividend or distribution on the Series A
Preferred; (ii) securities issued upon the conversion of any
debenture, warrant, option, or other convertible security; (iii)
Common Stock issuable upon a stock split, stock dividend, or any
subdivision of shares of Common Stock; and (iv) shares of
Common Stock (or options to purchase such shares of Common
Stock) issued or issuable to employees or directors of, or
consultants to, the Company pursuant to any plan approved by the
Company’s Board of Directors [including at leas t [_______]
Series A Director(s)].
Mandatory Conversion: Each share of Series A Preferred will automatically be converted into
Common Stock at the then applicable conversion rate in the event of
the closing of a [firm commitment] underwritten public offering with
a price of [___]times the Original Purchase Price (subject to
adjustments for stock dividends, splits, combinations and similar
events) and [net/gross] proceeds to the Company of not less than
$[_______] (a “QPO”), or (ii) upon the written conse nt of the holders
of [__]%of the Series A Preferred.11
[Pay-to-Play: [Unless the holders of [__]% of the Series A elect otherwise,] on any
9The "broadest" base would include shares reserved in the option pool.
10Note that additional exclusions are frequently negotiated, such as issuances in connection with equipment leasing and commercial borrowing. See Subsections 4.4.1(d)(v)-(viii) of the Model Certificate of Incorporation for additional exclusions.
11The per share test ensures that the investor achieves a significant return on investment before the Company
can go public. Also consider allowing a non-QPO to become a QPO if an adjustment is made to the Conversion Price for
the benefit of the investor, so that the investor does not have the power to block a public offering.
subsequent [down] round all [Major] Investors are required to
purchase their pro rata share of the securities set aside by the Board
for purchase by the [Major] Investors. All shares of Series A
Preferred12 of any [Major] Investor failing to do so will automatically
[lose anti-dilution rights] [lose right to participate in future rounds]
[convert to Common Stock and lose the right to a Board seat if
applicable].]13
Redemption Rights:14Unless prohibited by Delaware law governing distributions to
stockholders, the Series A Preferred shall be redeemable at the option
of holders of at least[__]% of the Series A Preferred commencing
any time after [________] at a price equal to the Original Purchase
Price [plus all accrued but unpaid dividends]. Redemption shall
occur in three equal annual portions. Upon a redemption request
from the holders of the required percentage of the Series A Preferred,
all Series A Preferred shares shall be redeemed [(except for any
Series A holders who affirmatively opt-out)].15
STOCK PURCHASE AGREEMENT
Representations and Warranties: Standard representations and warranties by the Company. [Representations and warranties by Founders regarding technology ownership, etc.].16
12Alternatively, this provision could apply on a proportionate basis (e.g., if Investor plays for ? of pro rata share, receives ? of anti-dilution adjustment).
13If the punishment for failure to participate is losing some but not all rights of the Preferred (e.g., anything other than a forced conversion to common), the Certificate of Incorporation will need to have so-called “blank check preferred” provisions at least to the extent necessary to enable the Board to issue a “shadow” class of preferred with diminished rights in the event an investor fails to participate. Because these provisions flow through the charter, an alternative Model Certificate of Incorporation with “pay-to-play lite” provisions (e.g., shadow Preferred) has been posted. As a drafting matter, it is far easier to simply have (some or all of) the preferred convert to common.
14Redemption rights allow Investors to force the Company to redeem their shares at cost (and sometimes investors may also request a small guaranteed rate of return, in the form of a dividend). In practice, redemption rights are not often used; however, they do provide a form of exit and some possible leverage over the Company. While it is possible that the right to recei ve dividends on redemption could give rise to a Code Section 305 “deemed dividend” problem, many tax practitioners take the view that if the liquidation preference provisions in the Charter are drafted to provide that, on conversion, the holder receives the greater of its liquidation preference or its as-converted amount (as provided in the Model Certificate of Incorporation), then there is no Section 305 issue.
15Due to statutory restrictions, the Company may not be legally permitted to redeem in the very circumstances where investors most want it (the so-called “sideways situation”). Accordingly, and particulary in light of the Delaware Chancery Court’s ruling in Thoughtworks (see discussion in Model Charter), investors may seek enforcement provisions to give their redemption rights more teeth - e.g., the holders of a majority of the Series A Preferred shall be entitled to elect a majority of the Company’s Board of Directors, or shall have consent rights on Company cash expenditures, until such amounts are paid in full.
16Founders’ representations are controversial and may elicit significant resistance as they are found in a minority of venture deals. They are more likely to appear if Founders are receiving liquidity from the transaction, or if there is heightened concern over intellectual property (e.g., the Company is a spin-out from an academic institution or the Founder was formerly with another company whose business could be deemed competitive with the Company), or in international deals. Founders’ representations are even less common in subsequent rounds, where risk is viewed as
Conditions to Closing: Standard conditions to Closing, which shall include, among other
things, satisfactory completion of financial and legal due diligence,
qualification of the shares under applicable Blue Sky laws, the filing
of a Certificate of Incorporation establishing the rights and
preferences of the Series A Preferred, and an opinion of counsel to the
Company.
Counsel and Expenses: [Investor/Company] counsel to draft Closing documents. Company
to pay all legal and administrative costs of the financing [at Closing],
including reasonable fees (not to exceed $[_____])and expenses of
Investor counsel[, unless the transaction is not completed because the
Investors withdraw their commitment without cause].17
Company Counsel: [
]
Investor Counsel: [
]
INVESTOR S’ RIGHTS AGREEMENT
Registration Rights:
Registrable Securities: All shares of Common Stock issuable upon conversion of the Series
A Preferred [and [any other Common Stock held by the Investors]
will be deemed “Registrable Securities.”18
Demand Registration: Upon earliest of (i) [three-five] years after the Closing; or (ii) [six]
months19 following an in itial public offering (“IPO”), persons
holding [__]% of the Registrable Securities may request [one][two]
(consummated) registrations by the Company of their shares. The
aggregate offering price for such registration may not be less than
$[5-15] million. A registration will count for this purpose only if (i)
all Registrable Securities requested to be registered are registered,
and (ii) it is closed, or withdrawn at the request of the Investors (other significantly diminished and fairly shared by the investors, rather than being disproportionately borne by the Founders. A sample set of Founders Representations is attached as an Addendum at the end of the Model Stock Purchase Agreement.
17The bracketed text should be deleted if this section is not designated in the introductory paragraph as one of
the sections that is binding upon the Company regardless of whether the financing is consummated.
18Note that Founders/management sometimes also seek limited registration rights.
19The Company will want the percentage to be high enough so that a significant portion of the investor base is behind the demand. Companies will typically resist allowing a single investor to cause a registration. Experienced investors will want to ensure that less experienced investors do not have the right to cause a demand registration. In some cases, different series of Preferred Stock may request the right for that series to initiate a certain number of demand registrations. Companies will typically resist this due to the cost and diversion of management resources when multiple constituencies have this right.
than as a result of a material adverse change to the Company).
Registration on Form S-3: The holders of [10-30]% of the Registrable Securities will have the
right to require the Company to register on Form S-3, if available for
use by the Company, Registrable Securities for an aggregate offering
price of at least $[1-5 million]. There will be no limit on the
aggregate number of such Form S-3 registrations, provided that there
are no more than [two] per year.
Piggyback Registration: The holders of Registrable Securities will be entitled to “piggyback”
registration rights on all registration statements of the Company,
subject to the right, however, of the Company and its underwriters to
reduce the number of shares proposed to be registered to a minimum
of [20-30]% on a pro rata basis and to complete reduction on an IPO
at the underwriter’s discretion. In all events, the shares to be
registered by holders of Registrable Securities will be reduced only
after all other stockholders’ shares are reduced.
Expenses: The registration expenses (exclusive of stock transfer taxes,
underwriting discounts and commissions will be borne by the
Company. The Company will also pay the reasonable fees and
expenses[, not to exceed $______,] of one special counsel to
represent all the participating stockholders.
Lock-up: Investors shall agree in connection with the IPO, if requested by the
managing underwriter, not to sell or transfer any shares of Common
Stock of the Company [(including/excluding shares acquired in or
following the IPO)] for a period of up to 180 days [plus up to an
additional 18 days to the extent necessary to comply with applicable
regulatory requirements]20following the IPO (provided all directors
and officers of the Company [and [1 – 5]% stockholders] agree to the
same lock-up). [Such lock-up agreement shall provide that any
discretionary waiver or termination of the restrictions of such
agreements by the Company or representatives of the underwriters
shall apply to Investors, pro rata, based on the number of shares held.
Termination: Upon a Deemed Liquidation Event, [and/or] when all shares of an
Investor are eligible to be sold without restriction under Rule 144
[and/or] the [____] anniversary of the IPO.
No future registration rights may be granted without consent of the
holders of a[majority] of the Registrable Securities unless
subordinate to the Investor’s rights.
20See commentary in footnotes 23 and 24 of the Model Investor s’ Rights Agreement regarding possible extensions of lock-up period.
Management and Information Rights: A Management Rights letter from the Company, in a form reasonably acceptable to the Investors, will be delivered prior to Closing to each Investor that requests one.21
Any [Major] Investor [(who is not a competitor)] will be granted access to Company facilities and personnel during normal business hours and with reasonable advance notification. The Company will deliver to such Major Investor (i) annual, quarterly, [and monthly] financial statements, and other information as determined by the Board; (ii) thirty days prior to the end of each fiscal year, a comprehensive operating budget forecasting the Company’s revenues, expenses, and cash position on a month-to-month basis for the upcoming fiscal year[; and (iii) promptly following the end of each quarter an up-to-date capitalization table. A “Major Investor” means any Investor who purchases at least $[______] of Series A Preferred.
Right to Participate Pro Rata in Future Rounds: All [Major] Investors shall have a pro rata right, based on their percentage equity ownership in the Company (assuming the conversion of all outstanding Preferred Stock into Common Stock and the exercise of all optio ns outstanding under the Company’s stock plans), to participate in subsequent issuances of equity securities of the Company (excluding those issuances listed at the end of the “Anti-dilution Provisions” section of this Term Sheet. In addition, should any [Major] Investor choose not to purchase its full pro rata share, the remaining [Major] Investors shall have the right to purchase the remaining pro rata shares.
Matters Requiring Investor Director Approval: [So long as the holders of Series A Preferred are entitled to elect a Series A Director,the Company will not, without Board approval, which approval must include the affirmative vote of [one/both] of the Series A Director(s):
(i) make any loan or advance to, or own any stock or other
securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (ii) make any loan or advance to any person, including, any employee or director, except advances and similar expenditures in the ordinary course of business or under the terms of a employee stock or option plan approved by the Board of Directors; (iii) guarantee, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (iv) make any investment inconsistent with any investment policy approved by the Board; (v) incur any aggregate indebtedness in excess of $[_____] that is not already included in a Board-approved budget, other than trade credit incurred in the ordinary course of business;
21See commentary in introduction to Model Managements Rights Letter, explaining purpose of such letter.
(vi) enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person [except transactions resulting in payments to or by the Company in an amount less than $[60,000] per year], [or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors];22(vii) hire, fire, or change the compensation of the executive officers, including approving any option grants; (viii) change the principal business of the Company, enter new lines of business, or exit the current line of business; (ix) sell, assign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (x) enter into any corporate strategic relationship involving the payment contribution or assignment by the Company or to the Company of assets greater than [$100,000.00].
Non-Competition and
Non-Solicitation Agreements:23Each Founder and key employee will enter into a [one] year non-competition and non-solicitation agreement in a form reasonably acceptable to the Investors.
Non-Disclosure and Developments Agreement: Each current and former Founder, employee and consultant will enter into a non-disclosure and proprietary rights assignment agreement in a form reasonably acceptable to the Investors.
Board Matters: [Each Board Committee shall include at least one Series A Director.]
The Board of Directors shall meet at least [monthly][quarterly],
unless otherwise agreed by a vote of the majority of Directors.
The Company will bind D&O insurance with a carrier and in an
amount satisfactory to the Board of Directors. Company to enter into
Indemnification Agreement with each Series A Director [and
affiliated funds] in form acceptable to such director. In the event the
Company merges with another entity and is not the surviving
22Note that Section 402 of the Sarbanes-Oxley Act of 2003 would require repayment of any loans in full prior
to the Company filing a registration statement for an IPO.
23Note that non-compete restrictions (other than in connection with the sale of a business) are prohibited in California, and may not be enforceable in other jurisdictions, as well. In addition, some investors do not require such agreements for fear that employees will request additional consideration in exchange for signing a
Non-Compete/Non-Solicit (and indeed the agreement may arguably be invalid absent such additional consideration - although having an employee sign a non-compete contemporaneous with hiring constitutes adequate consideration in jurisdictions where non-competes are generally enforceable). Others take the view that it should be up to the Board on a case-by-case basis to determine whether any particular key employee is required to sign such an agreement.
Non-competes typically have a one year duration, although state law may permit up to two years. Note also that some states may require that a new Non-Compete be signed where there is a material change in the employee’s
duties/salary/title.
corporation, or transfers all of its assets, proper provisions shall be
made so that successors of the Company assume the Company’s
obligations with respect to indemnification of Directors. Employee Stock Options: All employee options to vest as follows: [25% after one year, with
remaining vesting monthly over next 36 months].
[Immediately prior to the Series A Preferred Stock investment,
[______] shares will be added to the option pool creating an
unallocated option pool of [_______] shares.]
Key Person Insurance: Company to acquire life insurance on Founders [name each Founder]
in an amount satisfactory to the Board. Proceeds payable to the
Company.
RIGHT OF FIRST REFUSAL/CO-SALE AGREEMENT
Right of First Refusal/ Right of Co-Sale (Take-Me-Along): Company first and Investors second (to the extent assigned by the Board of Directors,) will have a right of first refusal with respect to any shares of capital stock of the Company proposed to be transferred by Founders [and future employees holding greater than [1]% of Company Common Stock (assuming conversion of Preferred Stock and whether then held or subject to the exercise of options)], with a right of oversubscription for Investors of shares unsubscribed by the other Investors. Before any such person may sell Common Stock, he will give the Investors an opportunity to participate in such sale on a basis proportionate to the amount of securities held by the seller and those held by the participating Investors.24
VOTING AGREEMENT
Board of Directors: At the initial Closing, the Board shall consist of [______] members
comprised of (i) [name] as [the representative designated by [____],
as the lead Investor, (ii) [name] as the representative designated by
the remaining Investors, (iii) [name] as the representative designated
by the Founders, (iv) the person then serving as the Chief Executive
Officer of the Company, and (v) [___] person(s) who are not
employed by the Company and who are mutually acceptable [to the
Founders and Investors][to the other directors].
[Drag Along:Holders of Preferred Stock and the Founders [and all future holders of
greater than [1]% of Common Stock (assuming conversion of
Preferred Stock and whether then held or subject to the exercise of
options)] shall be required to enter into an agreement with the
Investors that provides that such stockholders will vote their shares in
24Certain exceptions are typically negotiated, e.g., estate planning or de minimis transfers. Investors may also seek ROFR rights with respect to transfers by investors, in order to be able to have some control over the composition of
the investor group.
favor of a Deemed Liquidation Event or transaction in which 50% or
more of the voting power of the Company is transferred and which is
approved by [the Board of Directors] [and the holders of ____%of
the outstanding shares of Preferred Stock, on an as-converted basis
(the “Electing Holders”)], so long as the liability of each stockholder
in such transaction is several (and not joint) and does not exceed the
stockholder's pro rata portion of any claim and the consideration to be
paid to the stockholders in such transaction will be allocated as if the
consideration were the proceeds to be distributed to the Company's
stockholders in a liquidation under the Company's then-current
Certificate of Incorporation.]25
[Sale Rights: Upon written notice to the Company from the Electing Holders, the
Company shall initiate a process intended to result in a sale of the
Company.]26
OTHER MATTERS
Foun ders’ Stock:All Founders to own stock outright subject to Company right to
buyback at cost. Buyback right for [__]% for first [12 months] after
Closing; thereafter, right lapses in equal [monthly] increments over
following [__] months.
[Existing Preferred Stock:27The terms set forth above for the Series [_] Preferred Stock are
subject to a review of the rights, preferences and restrictions for the
existing Preferred Stock. Any changes necessary to conform the
existing Preferred Stock to this term sheet will be made at the
Closing.]
No Shop/Confidentiality: The Company agrees to work in good faith expeditiously towards a
closing. The Company and the Founders agree that they will not, for
a period of [______] weeks from the date these terms are accepted,
take any action to solicit, initiate, encourage or assist the submission
of any proposal, negotiation or offer from any person or entity other
than the Investors relating to the sale or issuance, of any of the capital
stock of the Company [or the acquisition, sale, lease, license or other
disposition of the Company or any material part of the stock or assets
of the Company] and shall notify the Investors promptly of any
inquiries by any third parties in regards to the foregoing. [In the event
that the Company breaches this no-shop obligation and, prior to
[________], closes any of the above-referenced transactions [without
providing the Investors the opportunity to invest on the same terms as
the other parties to such transaction], then the Company shall pay to
25See Subsection 3.3 of the Model Voting Agreement for a more detailed list o f conditions that must be satisfied in order for the drag-along to be invoked.
26See Addendum to Model Voting Agreement
27Necessary only if this is a later round of financing, and not the initial Series A round.
the Investors $[_______] upon the closing of any such transaction as
liquidated damages.]28 The Company will not disclose the terms of
this Term Sheet to any person other than officers, members of the
Board of Directors and the Company’s accountan ts and attorneys and
other potential Investors acceptable to [_________], as lead Investor,
without the written consent of the Investors.
Expiration: This Term Sheet expires on [_______ __, 20__] if not accepted by the
Company by that date.
EXECUTED THIS [__] DAY OF [_________],20[___].
[S IGNATURE B LOCKS]
28It is unusual to provide for such “break-up” fees in connection with a venture capital financing, but might
be something to consider where there is a substantial possibility the Company may be sold prior to consummation of the financing (e.g., a later stage deal).
EXHIBIT A
Pre and Post-Financing Capitalization
Pre-Financing Post-Financing Security # of Shares % # of Shares % Common – Founders
Common – Employee Stock Pool
Issued
Unissued
[Common – Warrants]
Series A Preferred
Total
法律英语高频词汇
法律英语高频词汇 发回重审 remand a lawsuit for a new trial 发货人 consignor， shipper 发生法律效力 be legally effective 发现 discovery 发行审核委员会 the Issuance Examination Commission 发展规划 development plan 罚款 Fin 法案 bill 法定部门 statutory machinery 法定代表律师 Official Solicitor 法定代表人 legal representative 法定代理人 legal agent 法定继承 legal inheritance 法定继承人 legal heir 法定监护人 legal guardian 法定期限 time limit provided by law 法定义务 legal duty 法定语言 legal language 法定主管当局 statuory authority
法官法 judges law 法官考评委员会 committee for the examination and appraisal of judges 法规 laws and regulations 法纪 Law and Discipline 法纪监督 supervision over legal discipline 法理背景 jurisprudential background 法理背景 jurisprudential base 法理学 jurisprudence 法令 decree 法律程序文件 written process 法律冲突 conflict of laws 法律服务所 Legal Service Office 法律概念 legal concept 法律顾问处 Legal Consultant Office 法律后果 legal effect 法律解释权 power of law interpretation 法律面前人人平等 equality before the law 合法的 legitimate 法律上的财产处分 legal disposition of property
常用的法律英语术语
常用的法律英语术语draft 法案，草案 Government bill 政府议案 to pass a bill, to carry a bill 通过议案 to enact a law, to promulgate a law 颁布法律 ratification, confirmation 批准 law enforcement 法律的实施 to come into force 生效 decree 法令 clause 条款 minutes 备忘录 report 判例汇编 codification 法律汇编 legislation 立法 legislator 立法者 jurist 法学家 jurisprudence 法学 legitimation 合法化 legality, lawfulness 法制，合法 legal, lawful 合法的,依法的 to contravene a law, to infringe a law, to break a law 违法 outlaw, outside the law 超出法律范围的 offender 罪犯 to abolish 废止，取消
rescission, annulment 废除，取消 repeal, revocation, annulment 废除(法律) cancellation, annulment, invalidation 废除(合同) cancellation (支票)作废 annulment 撤消(遗嘱) repeal rescission 撤消(判决) revocation 撤消 immunity 豁免，豁免权 disability, legal incapacity 无资格nonretroactive character 不溯既往性prescription 剥夺公权 attainder 公民权利的剥夺和财产的没收constitutional law 宪法 canon law 教会法规 common law 习惯法 criminal law 刑法 administrative law 行政法 civil law 民法 commercial law, mercantile law 商法 law of nations 万国公法，国际法 international law 国际法 natural law 自然法 labour laws 劳工法 fiscal law 财政法
非常实用的法律词汇(中英对照)
非常实用的法律词汇（中英对照） ? 债转股debt-to-equity swap ??港元的联系汇率制the linkage system between the US dollar and the HK dollar ??坏帐、呆帐、死帐bad account/ dead account/ uncollectible account/bad debt/ bad loan ??反倾销措施anti-dumping measures against... ??通货紧缩deflation ??通货膨胀inflation ??非配额产品quota-free products ??非生产性投资investment in non-productive projects ??风险管理/评估risk management/ assessment ??风险基金venture capital ??风险准备金loan loss provision/ provisions of risk ??搞活国有大中型企业revitalize large and medium-sized state owned enterprises ??规模经济scale economy/ economies of scale ??国合企业(即国有合 作社) state-owned cooperatives ??国际收支balance of international payments/ balance of payment ??国际收支不平衡disequilibrium of balance of payment ??国家补贴public subsidies ??国家现汇结存state foreign exchange reserves ??合理引导消费guide rational consumption ??季节性调价seasonal price adjustments ??既成事实established/accomplished facts ??技工贸结合的科技型企业scientific and technological enterprises that integrate scientific and technological development with industrial and trade development ??劳动密集性企业labor-intensive enterprises ??乱集资、乱摊派、乱收费unwarranted pooling of funds, arbitrary requisition of donations and exaction of fees from enterprises/ unauthorized pooling of funds, compulsory donations and random levies on enterprises ??千年问题、千年虫millennium bug ??企业技术改造technological updating of enterprises ??企业亏损补贴subsidies to cover enterprise losses ??实行国民待遇grant the national treatment to ??平等互利、讲求实效、形式多 样、共同发展的方针pursuing practical results, adopting various ways and seeking common development/ the principle of equality, mutual benefit, efficiency, diversity and mutual development
法律翻译常用词汇注释(D).doc
法律翻译常用词汇注释（D）D Damages damages在法律英语中表示损害赔偿金，要注意用的是复数形式，如果用单数，则表示损害。如incidental damages 附带损害consequential damages 间接损害claim damages for the breach of contract．因违约要损害赔偿金等。 Debenture debenture的意思是债券，通常指的是无担保债券。如bank debenture 金融债券bearer debenture 不记名债券coupon bank debenture 附息票金融债券customs debenture 海关退税凭单等。 Declaration declaration在法律英语中常用作申报，如customs declaration 报关，export declaration出口申报，income tax declaration个税申报等。 Decree 法庭判令。法庭聆讯后所作出的判令，可以分成暂时性判令“decree nisi”和永久性判令“decree absolute”，常见于离婚呈请的程序。一般而言，法庭颁出decree nisi后，在指定的期限过后，除非收到反对，否则都会颁出永久判令。 Deed
契约。是一种特别的合约，须要经过当事人签署、盖章并送交对方才算有效，契约上的盖章在法律上被视为一种有效的约因。 Defamation 诽谤。非法破坏他人名誉的行为，口头的毁谤和以书面的永久形式诽谤都可以构成民事索偿的理据或者刑事罪行。 Defence 抗辩。刑事或民事案件中的被告，否认有关的指控或申索，同时提出反对的支持事实。 Delegate delegate在法律英语中的意思是转让，通常指义务的转让，如：In accordance with the Law of the People’s Republic of China (hereinafter “China”), the consent of the creditors shall be obtained for the delegation of obligations to become effective.根据中华人民共和国（以下称“中国”）法律，义务的转让须取得债权人的同意方可生效。 Dependant 受养人。是指某人的某些家庭成员，需要依靠这个人提供的经济来支持生活，如果这个人因意外死亡，他的受养人因而遭受损失，是有权追究责任，要求赔偿有关的损失。 Discharge
常见常用专利及申请相关词汇--中英文对照
常见常用专利及申请相关词汇--中英文对照 abandonment of a patent 放弃专利权 abandonment of a patent application 放弃专利申请 abridgment 文摘 abstract 文摘(摘要) abuse of patent 滥用专利权 action for infringement of patent 专利侵权诉讼 action of a patent 专利诉讼 address for service 文件送达地址 affidavit 誓书 allowance 准许 amendment 修改 annual fee 年费 annuity 年费 anticipation 占先 appeal 上诉 appellation of origin 原产地名称 applicant for patent 专利申请人 application date 申请日期 application documents 申请案文件 application fee 申请费 application for patent 专利申请(案) application laying open for public inspection 公开供公众审查的申请 application number 申请号 application papers 申请案文件 arbitration 仲裁 art 技术 article of manufacture 制品 assignee 受让人 assignment 转让 assignor 转让人 author of the invention 发明人 author's certificate 发明人证书 basic patent 基本专利 Berne Convention 伯尔尼公约 Berne Union 伯尔尼联盟 best mode 最佳方式 bibliographic data 著录资料 BIRPI 保护知识产权联合国国际局 board of appeals 申诉委员会 breach of confidence 泄密 Budapest Treaty on the International Recognition of the Deposit of Microorganisms for the
公司法中英词汇对照
VOCABULARY OF CORPORATION LAW IN ENGLISH 1.公司corporation; company 2.合伙partnership 3.合股公司joint-stock company 4.特许公司chartered corporation 5.注册公司registered corporation 6.法定公司statutory corporation 7.无限公司unlimited corporation 8.有限责任公司limited corporation; company with limited liability 9.股份有限公司company limited by shares 10.母公司parent corporation 11.子公司subsidiaries 12.总公司Headquarter; Main Branch 13.分公司branch 14.国有独资公司wholly state-owned company 15.上市公司quoted corporation; listed company 16.公司集团groups of companies 17.保证公司limited by guarantee 18.慈善公司charitable corporation 19.控股公司holding corporation; holding company 20.公开公司publicly held corporation 21.闭锁公司closely held corporation 22.公公司pub1ic company 23.私公司private company 24.一人公司one-person company 25.一人有限责任公司one-person company with limited liability 26.外国公司的分支机构branches of foreign company 27.公司设立incorporation 28.组织机构organizational structure 29.股权转让equity transfer 30.股份发行issue of shares 31.股份转让transfer of shares 32.股东大会shareholders general assembly 33.公司债券corporate bonds 34.财务financial affairs 35.会计accounting 36.公司合并merger of companies 37.公司分立division of companies 38.增资increase of capital 39.减资reduction of capital 40.公司解散和清算dissolution and liquidation of company 41.企业法人an enterprise legal person 42.名称name 43.住所domicile 44.注册资本registered capital 45.实收资本actually received capital 46.换发营业执照renew business license 47.符合法律规定的条件meet the conditions provided for by law 48.债权the rights of credit 49.债务the debts 50.主要办事机构main administrative organization 51.对……有约束力have binding force on 52.法人资格the status of a legal person 53.公司治理corporation governance 54.公司人格corporation personality 55.契约contract 56.公司法人格否认Disregard of Corporate Personality 57.刺破公司面纱Piercing the Corporate Veil 58.揭开公司面纱Lifting the veil of the Corporation 59.普通合伙general partnership 60.有限合伙Limited partnerships 61.合伙人partner 62.有限责任limited liability 63.公司章程articles of association 64.注册证书certificate of incorporation articles of incorporation 65.发起人的受托义务promoter’s fiduciary obligation 66.认购协议subscription agreement 67.既成事实公司de facto corporation 68.法律上的公司de jure corporation 69.公司设立瑕疵defective incorporation 70.受托人义务fiduciary obligation 71.结论性证据conclusive evidence 72.股份share 73.股息dividends 74.关联第三方connected third parties 75.出资（投资）invest 76.股东shareholder 77.小股东minority shareholder 78.单个股东individual shareholder 79.消极股东passive shareholder 80.积极股东active shareholder 81.逆向合并reverse merger 82.正向合并forward merger 83.股权收购share acquisition 84.收购公司acquiring company 85.(收购)目标公司target company 86.资产收购asset acquisition 87.公司责任liability of corporation 88.公司结构（组织）corporation structure 89.董事director 90.高级职员officer 91.股东权powers of shareholder 92.选任elect 93.解任remove 94.年会（常会）annual meeting 95.兼并merger 96.解散dissolution 97.自愿解散voluntary dissolution 98.强制解散involuntary dissolution 99.法院解散judicial dissolution 100.清算liquidation 101.董事会board of directors 102.经理manager 103.监事会board of supervisors 104.累计投票权cumulative voting right 105.任期term 106.董事的延期holdover director 107.董事的解除removal of director 108.董事会会议directors’ meeting 109.公告notice 110.法定人数quorum 111.少数lower number 112.绝对多数super majority 113.自己表决present at vote 114.多数higher number 115.委员会committee 116.细则bylaw 117.董事长president; the chairman of the board of directors 118.执行董事the executive director 119.公司秘书secretary 120.股东诉讼shareholders ’action 121.股东的信息获取权shareholders’ informational right
法律英语-法理常用词汇
按照法律规定according to law 按照确定的份额分享权力：be entitled to rights in proportion to his proper share of the credit 按照确定的份额分担义务：assume obligations in proportion to his proper share of the debt 案例教学法case system 案例汇编case book; case report; law report 柏拉图Plato 被视为be deemed as 被宣布为非法be outlawed; be declared illegal 比较法comparative law 比较法学comparative jurisprudence 比较法学派school of comparative jurisprudence 比较法制史comparative legal history 比较分析法method of comparative analysis 比较刑法comparative penal law 比较刑法学comparative penal jurisprudence 必然因果关系positive causal relationship 边缘法学borderline jurisprudence 变通办法adaptation; accommodation 补充规定supplementary provision 补救办法remedial measures 不成文法unwritten law 不成文宪法unwritten constitution
法律英语常用词汇
法律英语实用单词讲解 accord释义：accord在普通英语中的含义是符合，一致，在法律英语中则表示和解或和解协议，指指债务人和一个债权人达成的、以偿还部分债务免除全部债务责任的协议。如reach an accord达成和解协议，accord and satisfaction和解与清偿等。 acquire释义：acquire在普通英语中的含义是获得，获取，而且通常指通过后天的努力获得。在法律英语中通常指对公司的购买，收购，我们通常所说的M&A，即是acquire的名词acquisition和merger 的缩写。如The foreign investor has acquired more than 10 PRC domestic enterprises engaging in related industries within a year. 外国投资者一年内并购中国境内关联行业的企业超过10个。 act释义：act在普通英语中的含义是行动，行为，在法律英语中通常理解为作为，与不作为forbear 相对应。如：Notwithstanding anything contained in this Act, the Minister may, on the recommendation of the Commission, direct the Commission to act or forbear from action释义：act在普通英语中的含义是行动，在法律英语中则理解为诉讼，相当于suit或lawsuit，如initiate an action提起诉讼，win an action在诉讼中获胜，defend oneself in an action在诉讼中为自己辩护等。 adopt释义：adopt的最常见含义是采用，通过，如adopt a law通过一项法律，adopt a proposal 采纳一个建议等，这种用法在法律英语中也较为常见。另外，adopt在法律英语中可能会用到一个含义是收养，如adopt an orphan according to law根据法律规定收养孤儿。 admission释义：admission是admit的名词，在普通英语中的含义是承认或接纳。在法律英语中，则通常是法律程序中的一个用语，意思是采纳，采信（证据），如The defendant challenged the admission of the evidence by the court on the ground that the evidence was irrelevant.被告以证据没有相关性为由反对法院对其予以采信。 affect释义：affect是普通英语中最常见最普通的单词之一，意思是影响，通常用在口语和非正式的场合中。但在法律英语，affect（本义没有改变，仍然是影响），确实非常正式的用法，通常不能用influence 等单词替换。如The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same．任何一方在任何时候未要求另一方履行本协议任一条款，并在不影响其以后强制执行该条款的权利。 affiliate释义：affiliate是法律英语的常见单词之一，意思是关联方，关联公司，也可以associate或connected person表示。如“Affiliate” means any person or company that directly or indirectly controls a Party or is directly or indirectly controlled by a Party，including a Party's parent or subsidiary, or is under direct or indirect common control with such Party.“关联公司”指直接或间接控制一方(包括其母公司或子公司)或受一方直接或间接控制，或与该方共同受直接或间接控制的任何人或公司。 agent释义：agent也是法律英语中常见单词之一，意思是代理人，代理商，通常指商业代理，如果指非商业性质的代理，如替别人出席会议等，则可用proxy。 例句：Nothing in this Agreement or in the performance of any of its provisions is intended or shall be construed to constitute either party an agent, 1egal representative, subsidiary，joint venturer，partner，employer，or employee of the other for any purpose whatsoever． 参考译文：本协议的任何内容或本协议任何条款的履行，无意表示、亦不应被理解为任何一方为任何目的可以充当另一方的代理人、法定代表、子公司、合营方、合作伙伴、雇主或雇员。
法律专业词汇中英对照(a,b)
法律专业词汇中英对照(a,b) action of debt 债务诉讼 acquit 无罪 adjourn 暂时停止执行 administrative decision 行政判决结果 ad damnum 主张一定数额的赔偿金 adverse judgement 不利的判决 affidavit 传票送达人所写的切结书 affirm 确定原判决 affirm defence 积极的抗辩 agency stage 行政机关的裁决 agency hearing 听证会 allegation 主张的事实 american law 美国法 an ex parte hearing 一方当事人到庭说明an adversary hearing 双方当事人到庭辩论answer 答辩状 appellate jurisdiction 上诉管辖权appeal 上诉
appellant 上诉人 appellee 被上诉人 appropriate 永久占有 arrest the judgement 暂时终止法院判决结果 arraignment 刑事案件法官与当事人之间安排案件的程序assigned counsel 公设辩护人 assumpsit 承诺履行 bailment 寄托制度 bail 保释 beyond the reasonable doubt 超越合理的怀疑 bill of Middlesex 早期诉讼当事人向国王秘书处申请的令状，同意发给后才能到 国王法院进行诉讼 bailliff 法庭内的法警 bias 偏见 bench of conference 到法官室或法官面前进行会议 bond 提供担保 burden of proof 举证责任 from：http://www./classroom/flyy/
常用的法律英语术语
常用的法律英语术语 draft 法案，草案 Government bill 政府议案 to pass a bill, to carry a bill 通过议案 to enact a law, to promulgate a law 颁布法律ratification, confirmation 批准 law enforcement 法律的实施 to come into force 生效 decree 法令 clause 条款 minutes 备忘录 report 判例汇编 codification 法律汇编 legislation 立法 legislator 立法者 jurist 法学家 jurisprudence 法学 legitimation 合法化 legality, lawfulness 法制，合法 legal, lawful 合法的,依法的 to contravene a law, to infringe a law, to break a law 违法outlaw, outside the law 超出法律范围的 offender 罪犯 to abolish 废止，取消 rescission, annulment 废除，取消 repeal, revocation, annulment 废除(法律) cancellation, annulment, invalidation 废除(合同) cancellation (支票)作废 annulment 撤消(遗嘱) repeal rescission 撤消(判决) revocation 撤消 immunity 豁免，豁免权 disability, legal incapacity 无资格 nonretroactive character 不溯既往性 prescription 剥夺公权 attainder 公民权利的剥夺和财产的没收constitutional law 宪法 canon law 教会法规 common law 习惯法 criminal law 刑法 administrative law 行政法
诉讼法律英语词汇 中英文对照
案件 case 案件发回 remand/rimit a case （to a low court） 案件名称 title of a case 案卷材料 materials in the case 案情陈述书 statement of case 案外人 person other than involved in the case 案值 total value involved in the case 败诉方 losing party 办案人员 personnel handling a case 保全措施申请书 application for protective measures 报案 report a case （to security authorities） 被告 defendant; the accused 被告人最后陈述 final statement of the accused 被告向原告第二次答辩 rejoinder 被害人 victim 被害人的诉讼代理人 victim's agent ad litem 被上诉人 respondent; the appellee 被申请人 respondent 被申请执行人 party against whom execution is filed 被执行人 person subject to enforcement 本诉 principal action 必要共同诉讼人 party in necessary co-litigation
变通管辖 jurisdiction by accord 辩护 defense 辩护律师 defense attorney/lawyer 辩护人 defender 辩护证据 exculpatory evidence; defense evidence 辩论阶段 stage of court debate 驳回反诉 dismiss a counterclaim; reject a counterclaim 驳回请求 deny/dismiss a motion 驳回上诉、维持原判 reject/dismiss the appeal and sustain the original judgement/ruling 驳回诉讼 dismiss an action/suit 驳回通知书 notice of dismissal 驳回自诉 dismiss/reject a private prosecution 驳回自诉裁定书 ruling of dismissing private-prosecuting case 补充答辩 supplementary answer 补充判决 supplementary judgement 补充侦查 supplementary investigation 不公开审理 trial in camera 不立案决定书 written decision of no case-filing 不批准逮捕决定书 written decision of disapproving an arrest 不起诉 nol pros 不予受理起诉通知书 notice of dismissal of accusation by the court
法律英语词汇大全(完美版)
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