// | = | See comments at: https://thegalionproject.com/term-sheet#part-appendix-b |
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Ti | = | List of Material Decisions subject to qualified {_Board} approval |
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1.sec | = | effecting a merger, consolidation, sale of all or substantially all of the assets, or other reorganization of the {_Company} (or a subsidiary) in which control of the {_Company} (or a subsidiary) is transferred to a third party, |
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2.sec | = | authorizing a liquidation or winding-up of the {_Company}, |
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3.sec | = | any material amendment, alternation or repeal of the {_Company}’s bylaws, |
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4.sec | = | creating or authorizing the creation of any security senior to or on parity with the {_Series_A} (including any convertible into or exercisable for such series) or reclassifying, altering or amending any existing security that is junior to or on parity with the {_Series_A}, if such reclassification, alteration or amendment would render such other security senior to or on parity with the {_Series_A}, |
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5.sec | = | distributing dividends, |
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6.sec | = | purchasing or redeeming any capital stock 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, |
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7.sec | = | any increase in the number of shares issuable pursuant to the {_Company}’s Stock Option Plan, |
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8.sec | = | authorizing any financial commitment not provided for in the budget and greater than {20%_of_remaining_cash}, |
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9.sec | = | creating or authorizing the creation of any debt security and/or other borrowings not provided for in the budget and greater than {Decide.Debt.Max.$} in aggregate, |
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10.sec | = | creating any subsidiary that is not a wholly-owned subsidiary, |
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11.sec | = | increase or decrease the size of the {_Board}, |
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12.sec | = | any acquisition or disposition of assets (including but not limited to a majority or minority stake stake in another company) for value above {30%_of_remaining_cash}, |
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13.sec | = | any transfer or license of the {_Company}'s technology or intellectual property rights outside the ordinary course of business, |
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14.sec | = | undertaking an initial public offering or listing of {_Company} shares, |
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15.sec | = | any transaction between the {_Company} and any officer, director or affiliate of the {_Company} other than entered into at arm’s length and in the ordinary course of business, or |
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16.sec | = | compensation or dismissal of each {_Founder}. |
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Il conviendra de porter une attention particulière sur la dernière clause (xvi) concernant le départ d’un fondateur. S’agissant d’une décision extrêmement sensible à tous points de vue, il est suggéré qu’elle nécessite non seulement l’accord de la majorité des investisseurs mais aussi celle de tous les co-fondateurs actifs restants. | = | |
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| = | [G/Z/ol-i/s16] |