Investor Rights Agreement (NVCA) review
NVCA-style investor rights agreement carrying registration / information / pro rata / ROFO / stand-off provisions.
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What it checks
Demand registration rights
IRA should include demand registration rights (NVCA Model IRA § 2).
Critical · EQT-049
Piggyback registration rights
IRA should provide piggyback rights letting investors include their shares in company-initiated registrations.
Critical · EQT-050
Form S-3 registration rights
IRA should provide separate S-3 demand mechanics.
Warning · EQT-051
Pro rata participation rights
Major investors get pro rata participation in subsequent issuances.
Critical · EQT-052
Information rights
Annual / quarterly financials, monthly financials at threshold, budget.
Critical · EQT-053
Right of first offer on new issuances
Often combined with pro rata: investors get a right of first offer on new securities issuances.
Warning · EQT-054
Market stand-off / lock-up on IPO
IRA should impose an IPO lock-up on investors.
Warning · EQT-055
Termination of rights upon IPO / merger
Most rights in the IRA terminate on IPO or sale of the company (except registration rights, which terminate later).
Warning · EQT-056
Every run also applies 111 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.
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