New York Clauses Relating to Venture Interests: A Detailed Description In the realm of venture capital investments, New York has a set of specific clauses that pertain to venture interests. These clauses aim to safeguard the rights and expectations of both the entrepreneurs seeking funding and the venture capitalists making investments. By understanding these clauses, parties involved in venture capital transactions can ensure that their interests are protected and that they can navigate any potential disputes or challenges that may arise. There are several types of New York Clauses Relating to Venture Interests, including: 1. Drag-along Right Clause: This clause is often included in venture capital agreements to provide protection for the venture capitalists. It states that if a majority of the venture capitalists decide to sell their shares to a third party, the remaining minority shareholders (including the entrepreneurs) must also agree to the sale. This clause enables the venture capitalists to collectively control the decision to sell the company and ensures all shareholders are bound by the same terms. 2. Tag-along Right Clause: This clause protects the minority shareholders, typically the entrepreneurs, in the event of a sale of the company. It allows the minority shareholders to "tag along" with the majority shareholders and sell their shares on the same terms and conditions as the majority shareholders. This clause prevents the minority shareholders from being left behind or excluded from a potential lucrative transaction. 3. Right of First Refusal Clause: Also known as ROAR, this clause grants the existing shareholders (including both the venture capitalists and the entrepreneurs) the right to purchase additional shares first before they are offered to third parties. By exercising their right of first refusal, the existing shareholders have the opportunity to maintain their ownership percentage and avoid dilution of their interests. 4. Preemptive Rights Clause: This clause, often included in venture capital agreements, provides existing shareholders with the right to participate in any future equity issuance by the company to avoid dilution of their ownership stake. It allows the shareholders to purchase additional shares on a pro rata basis before they are offered to new investors or third parties. Furthermore, New York Clauses Relating to Venture Interests may also cover other important aspects, such as: 5. Confidentiality and Non-Disclosure: These clauses ensure that both parties involved in the venture capital transaction, particularly the entrepreneurs, protect sensitive information shared during negotiations. Non-disclosure agreements (NDAs) may be included to safeguard trade secrets, business plans, financial information, and other proprietary data. 6. Board Representation and Voting Rights: Venture capital agreements often stipulate the number of board seats the venture capitalists are entitled to, as well as any protective provisions for important decision-making processes. These clauses define the voting rights and influence each party has over critical matters related to the company's operations, strategic planning, and governance. 7. Dispute Resolution: In the event of any disagreements or conflicts between the parties, New York Clauses Relating to Venture Interests may include provisions for arbitration or other alternative dispute resolution mechanisms. These clauses aim to minimize the potential for costly and time-consuming litigation by providing a structured and agreed-upon approach to resolving disputes. Understanding and incorporating these New York Clauses Relating to Venture Interests in relevant agreements and contracts is crucial for both entrepreneurs and venture capitalists entering into venture capital transactions. By adhering to these clauses, all parties can ensure fair treatment, protect their investments, and effectively manage potential challenges throughout the lifecycle of the venture.
New York Clauses Relating to Venture Interests
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A jurisdiction clause will appear in a business contract quite regularly. Jurisdiction clauses basically state that the parties involved in a contract have the right to settle legal disputes through adjudication.
In New York City, the Supreme Court exercises both civil and criminal jurisdiction. Outside New York City, the Supreme Court exercises civil jurisdiction, while the County Court generally handles criminal matters.
In general, a jurisdiction clause should state whether it is exclusive or permissive in nature, and specify what claims are subject to its reach. New York courts will apply the governing law designated in the contract to interpret the nature and scope of the jurisdiction clause.
This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in ance with the laws of the State of New York, without regard to the conflict of law principles thereof.
It is the policy of New York state to negotiate contracts for architectural and/or engineering services and/or geological and/or surveying services on the basis of demonstrated competence and qualification for the type of professional services required and at fair and reasonable fees.
State Finance Law, Article 9, Section 138 states contracts cannot be assigned, transferred, conveyed, sublet or otherwise disposed of without the prior written consent of the contracting agency officials.
In ance with State Finance Law § 139-k, an Offerer must be asked to disclose whether there has been a finding of non-responsibility made within the previous four (4) years by an Governmental Entity due to: (a) a violation of State Finance Law § 139-j or (b) the intentional provision of false or incomplete ...
State Finance Law, Article 9, Section 138 states contracts cannot be assigned, transferred, conveyed, sublet or otherwise disposed of without the prior written consent of the contracting agency officials.
State Finance Law section 137 generally requires prime contractors to obtain a payment bond for public projects to protect subcontractors, sub-subcontractors and materialmen from non-payment by the prime contractor.
Section 5-1401 of the GOL provides that a choice of law provision in an agreement designating New York law to govern the parties' rights and duties is valid, even if the agreement has no reasonable relation to the State, provided that the transaction is valued at a minimum of $250,000.00.