A Single Materiality Scrape is where materiality qualifiers are disregarded when determining if there is a breach, or the amount of damages, but not both items. It is most common to see materiality qualifiers disregarded when determining damages.
A Simple Majority means more than 50% of shares or members who can vote to make a decision.
The Signing Date is the date a contract or document is signed by the parties, which may be different than the effective date of a transaction.
A Side Letter is an agreement between a company and a specific investor that alters the terms of the offering documents for that investor only, typically by providing the investor with additional rights or excluding the investor from certain obligations.
A Shareholders’ Agreement (SHA) is an agreement among a company’s shareholders that sometimes exists in startups. While most of the shareholders’ rights are laid out in the formation documents, the shareholder agreement may supplement these documents and further provide how […]
Seniority means a senior interest or debt has a higher priority than a junior interest or debt.
Senior Debt is debt that will be paid back before any other debt. It is said to be “senior” to other junior debt that has a lower priority in regard to proceed distributions from a liquidation event.
The Sellers Representative or Stockholder Representative is an individual or commercial entity appointed to represent the interests of a group of sellers/stockholders after the sale of a target company, usually by means of an equity sale.
Seller’s Knowledge mean the actual knowledge and/or construction knowledge of the Seller.
A Security Interest is a legal right in collateral given to a creditor. If the debtor fails to fulfill its obligations to the creditor, the creditor can force the sale of the collateral and collect what it is owed from […]