Term Sheet For Series A Preference Shares In Page 9
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16Board Matters:
The Board of Directors shall meet at least [monthly][quarterly],
unless otherwise agreed by a vote of the majority of Directors.
Directors will be entitled to reimbursement of reasonable costs of
attendance at Board meetings.
Director liability:
The Company will
The directors will be entitled to customary indemnification from the Compan
within 90 days following Closing
obtain D&O
insurance with a reputable provider and for an amount satisfactory to
the Board of Directors.
The Company will enter into an Indemnification Agreement with the
Series A Director in a form acceptable to such director. In the event
the Company merges with another entity and is not the surviving
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.
Management
rights:
The Company will execute a management rights letter under which
The Company will execute a management rights letter under which the Serie
the Investors will have a right to consult with and advise
management, examine the books and records of the Company and
attend all board meetings in a non-voting observer capacity, subject
to customary exceptions.
Management and
Any Investor (who is not a competitor) will be granted access to
Information Rights:
Company facilities and personnel during normal business hours and
with reasonable advance notification.
The Company will deliver to such 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 financial year,
an
overview
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
capitalisation table.
So long as [insert fixed number, or %, or “any”] Series A Preference
Reserved matters:
Shares are in issue,] the Company will not, without the written
consent of the holders of at least [__]% of the Series A Preference
Shares, either directly or by amendment, merger, consolidation, or
otherwise:
So long as the Lead Investor is entitled to elect a Series A Director,
the Company will not, without Board approval, which approval must
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