Change of Control

The meaning of “

Change of Control

” differs based on where it is used. We list many below, then combine them into one or more market-standard definitions.

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🤔 Our AI Legal Assistant has combined and improved the above descriptions to create market-standard 'Genie definitions' below, with guidance on which documents and which industry to use for each.

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Change of Control

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What is the most popular definition of '

Change of Control


(i) a transaction or series of related transactions in which any "person" or "group" (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Company's board of directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.

Postmoney Safe (Seed) Share Subscription - Discount Only

The legal template "Postmoney Safe (Seed) Share Subscription - Discount Only under UK law" refers to a standardized agreement or document that outlines the terms and conditions of a funding arrangement between a startup company and an investor. This template is specifically designed for UK-based entities and focuses on a financial instrument called a "Postmoney Safe" that is utilized during an early-stage investment round, often referred to as seed funding.

A Postmoney Safe (Seed) is a relatively new financial instrument used in startup financing, which grants the investor rights to subscribe for shares in the company at a later date. It is commonly used when the valuation of the company's shares is uncertain or hasn't been officially determined at the time of investment. The template focuses on a specific scenario where the investor receives a discounted price on the shares when they eventually subscribe to them.

Under UK law, this legal template will incorporate the relevant legal provisions and regulations to ensure that the agreement is legally enforceable and compliant with the local jurisdiction. It may include clauses related to the discount amount, the subscription process, the maturity date or conditions triggering the share subscription, rights and restrictions attached to the subscribed shares, and various other provisions that protect both the company and the investor.

Overall, this legal template serves as a starting point or framework for startups and investors in the UK, providing a guide to draft a share subscription agreement that caters to the specific circumstances of the Postmoney Safe (Seed) investment scenario, with a focus on offering discounted shares upon subscription.
Contract template sketch

Postmoney Safe (Seed) Share Subscription - Valuation Cap and Discount

This legal template likely pertains to a post-money safe agreement for seed stage startup investments in the UK. A post-money safe, short for Simple Agreement for Future Equity, is a financial instrument used in early-stage startup funding. This specific template includes provisions related to the valuation cap and discount applied to the shares issued to investors.

The valuation cap refers to the maximum pre-established value at which an investor can convert their investment into shares upon a future funding round, regardless of the actual valuation at that time. This cap protects investors from potential excessive dilution and ensures they receive a fair return on their investment.

The discount provision allows investors to purchase shares at a reduced price compared to the valuation determined in a subsequent funding round. This discount ensures investors receive a financial advantage for investing in the early stages of the startup.

Being under UK law, the template is likely tailored to comply with the legal requirements and regulations specific to the UK jurisdiction. It may provide clarity on the rights, responsibilities, and obligations of both the startup and the investor related to the valuation cap, discount, and the issuance of shares.
Contract template sketch

Postmoney Safe (Seed) Share Subscription - Valuation Cap Only

This legal template is designed to outline the terms and conditions for a Postmoney Safe (Seed) Share Subscription with a valuation cap, specifically under the jurisdiction of UK law.

A Postmoney Safe is a financial instrument often used in early-stage financing rounds, particularly in the startup ecosystem. It allows investors to provide funds to a company in exchange for the right to purchase shares at a future date when certain predetermined triggers occur.

In this particular template, the focus is on the valuation cap aspect. A valuation cap is a provision that sets a maximum price at which the investor can convert their investment into equity. This means that if the company's valuation exceeds the cap, the investor will still convert their investment at the capped valuation, ensuring they receive a favorable conversion ratio.

Under UK law, this template would lay out the specific terms regarding the share subscription agreement using a Postmoney Safe structure with a valuation cap. It would cover essential elements such as the agreed-upon valuation cap, the conditions under which the conversion can occur, the rights and obligations of both the investor and the company, as well as any additional terms relevant to the investment.

By utilizing this legal template, both the company seeking investment and the investor can have clear, documented guidelines and protection in place regarding the conversion of investment into equity. As UK law applies, it ensures compliance with relevant legal regulations and standards specific to the country.

It is important to note that this description provides a general overview, and the actual content of the legal template may vary depending on the specific requirements and preferences of the parties involved in the transaction.
Contract template sketch

Postmoney Safe (Seed) Share Subscription - MFN Only

The legal template titled "Postmoney Safe (Seed) Share Subscription - MFN Only under UK law" likely pertains to an agreement or contract relating to a specific type of financial arrangement in the context of startup investments, commonly known as a "SAFE" (Simple Agreement for Future Equity).

The template specifies that it is applicable to post-money SAFE agreements, which means that the investment takes place after the company has already gained a certain valuation through previous funding rounds. It is specifically designed for startup companies at the seed stage, who are seeking capital infusion in exchange for future equity.

Moreover, the template further specifies that the agreement incorporates the "most-favoured nation" (MFN) principle, which refers to a clause aiming to ensure that the investor receives the same terms and conditions as any subsequent investor who invests in the company under similar circumstances. Essentially, it guarantees that the investor will not be subject to any inferior terms or dilution compared to subsequent investors.

The template specifically adheres to the legal framework of UK law, indicating that it is primarily meant for use within the jurisdiction of the United Kingdom.

Overall, this legal template provides a standardized framework to facilitate the execution of post-money SAFE agreements in the UK startup ecosystem, while incorporating the important MFN principle to protect the investor's interests and maintain fairness in future investment rounds.
Contract template sketch
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Change of Control

' is:

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Change of Control

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Change of Control

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Change of Control

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