Voting Agreement (NVCA) review
NVCA-style voting agreement binding stockholders to vote for designated directors and drag-along sales.
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What it checks
Election of directors covenant
Voting agreement should bind stockholders to vote for the agreed board composition.
Critical · EQT-057
Drag-along covenant
Voting agreement typically carries the drag-along covenant requiring stockholders to support an approved sale.
Critical · EQT-058
Irrevocable proxy
Voting agreements typically grant an irrevocable proxy to back the voting covenant (DGCL § 212).
Warning · EQT-059
Successor / transferee covenant
Transferees of shares must agree to be bound by the voting agreement.
Warning · EQT-060
Specific performance / equitable remedies
Voting agreements should provide for specific performance / injunctive relief.
Critical · EQT-061
Termination on IPO / sale
Voting agreement should terminate on IPO or sale of the company.
Warning · EQT-062
Stock-power-of-attorney for drag-along
Drag-along enforcement is strengthened by a power-of-attorney in favor of the company / dragging party.
Note · EQT-063
Every run also applies 112 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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