Securities Agreement

This template form is for announcing a cash tender offer for debt securities over a five business day period.

This online document provides a template for a list of questions to be used in an accounting due diligence investigation for a registered or unregistered securities offering.

This affidavit is used to certify the loss, theft, or destruction of a Shares certificate.

This document is a template form of notice delivered to a trustee, instructing them to deliver a notice to holders of debt securities regarding amendments to the indenture.

The certificate attests to the underwriters that the selling Sharesholders are legally authorized to sell the Shares.

This document is a template form of letter authorizing a trustee to authenticate global note certificates for a Rule 144A or other private offering of debt securities.

This letter contract sets out the terms and conditions for a private equity investor to commit to a portion of a sponsor's equity financing commitment in a club deal buyout.

This questionnaire is used to obtain information from persons covered by Regulation A's "bad actor" disqualification provision in order to determine if any of them have been involved in a disqualifying event.

This template provides a form questionnaire for obtaining information from persons covered by Rule 506(d) of Regulation D under the Securities Act, to determine if any disqualifying events have occurred.

This template outlines the financial notifications that broker-dealers must submit to the SEC and FINRA.

This document outlines the records broker-dealers must create and maintain in accordance with the Exchange Act and FINRA Rules.

This CFO certificate provides an outline tick-and-tie provision to cover capsule or "flash" financial information in an SEC-registered or unregistered offering.

This call option contract outlines the terms and conditions of a Sharesholder's investment in a company, granting the company the right to purchase the Sharesholder's shares under certain circumstances while being reasonable and including common provisions.

This template provides a notice of cancellation of auction and designation of stalking horse bidder as the successful bidder in a Chapter 11 case in the US Bankruptcy Court when no qualified competing bids are submitted.

This document is a template form of a secretary's certificate for use in the closing of a registered offering of debt securities.

This document provides a template for a Certificate of Designation for a Delaware corporation issuing a series of convertible, double-dip participating preferred Shares in a private equity transaction.

This document outlines the preferences for issuing preferred shares of stock for a California corporation.

This online document is a certificate of incorporation for a Delaware corporation that includes a blank check preferred Shares provision, meeting the requirements of the Delaware General Corporation Law.

This template provides a certificate of membership interests in a limited liability company to be used as collateral for a mezzanine loan, outlining the process of lien perfection and priority under the Uniform Commercial Code.

This document is a certificate of the transfer agent and registrar delivered to the underwriters at the closing of a registered offering of equity securities.

This document template establishes a clawback policy to comply with Section 954 of the Dodd-Frank Act.

This template provides a summary of the closing agenda for a follow-on equity offering, including the members of the working group, a summary of the registration process, and links to documents to be delivered at closing.

This template provides a closing agenda for a follow-on equity offering, summarizing the events of the registration process and listing the documents to be delivered at the closing.

This closing agenda template outlines the members of the working group, summarizes the events of the registration process, lists the parties and documents delivered at the closing of the offering, and includes links to forms and other closing deliverables, with special accommodations for EGCs.

This closing agenda template outlines the members of the working group, summarizes the events of the registration process, and lists the documents to be delivered at the closing of the offering.

This chart provides an overview of the documents used in a registered follow-on public offering of debt securities, including by an emerging growth company, and can be used to track the status of all documents.

This closing checklist is a document used to track the status of documents related to a traditional non-shelf follow-on public offering of equity securities, including offerings by emerging growth companies.

This document template provides a checklist to track the status of documents related to the closing of an offering of investment-grade non-convertible debt securities registered on a template form S-3 shelf registration statement under the Securities Act of 1933 by a US reporting company, with important explanations and drafting tips.

This chart provides a comprehensive overview of the documents used in an offering of debt securities under Rule 144A and Regulation S of the Securities Act, and can be used by counsel to monitor the progress of the documents.

This chart provides an overview of the documents needed to execute a supplemental indenture without the consent of holders.

This template letter of transmittal is for the certificates representing the Shares that were issued and sold in an offering by the company to the underwriters.

The company has confirmed receipt of the net proceeds from the offering of its common Shares to the underwriters via a receipt.

This Standard Document provides a template form of corporate insider trading policy for a public company, with integrated notes and drafting tips, that prohibits insider trading and imposes additional restrictions on directors and officers.

This document is a template form of receipt used to confirm the exchange of securities and net proceeds at the closing of a registered debt offering.

A cross-receipt template is delivered at the closing of a Rule 144A offering of debt securities, confirming receipt of debt securities by initial purchasers and net proceeds by the issuer.

This template letter authorizes the transfer agent and registrar to issue Shares certificates to the underwriters who have purchased the Shares in the offering, with investors typically holding their Shares electronically through the Depository Trust Company.

This template letter of transmittal is for the certificates representing the Shares sold in the offering by the selling Sharesholders to the underwriters.

The custodian has confirmed receipt of the offering's net proceeds.

This online document is a customer account contract template between a securities broker-dealer and its customer, outlining the legal relationship between the parties and the rights each of them has under the contract, including additional provisions for margin credit.

This template provides an outline form of a pricing term sheet for non-convertible debt securities that can be used for both SEC-registered and unregistered offerings.

This document is a declaration for the removal of a restrictive legend from a certificate representing shares of common stock to allow for a resale exempt from registration under Rule 904 of Regulation S under the Securities Act of 1933.

This template notice of default provides language for notifying limited partners investing in a private equity fund of potential options the general partner has regarding a capital call default.

This contract provides a template for granting DSUs to non-employee directors, as well as the option to convert annual retainers to DSUs.

This template notice provides language for notifying limited partners of a private equity fund of their delinquent capital contributions and potential options for the general partner.

This is a template letter of resignation for a director of a corporation following a Shares acquisition.

This template form allows non-employee directors to elect to receive compensation in the form of company shares instead of cash.

This document is a template dispositive motion that can be used in an industry or customer arbitration before FINRA.

This document is an outline of due diligence requests sent to an issuer for a registered or unregistered offering of debt or equity securities.

This online document provides a template form for a private company to use when granting Shares options, restricted Shares, and restricted Shares units.

This template form provides a private equity portfolio company with a form of equity incentive plan for sales of common Shares and grants of Shares options, restricted Shares, restricted Shares units, and other Shares-based awards.

This online document provides a template form for a public company to use for granting equity-based awards, such as stock options, restricted shares, and cash awards.

This document is a template form of press release for a company announcing the pricing of an offering of equity securities registered under the Securities Act of 1933.

This template provides a defendant with a response to a civil securities fraud lawsuit in federal district court, including a class action context, with integrated drafting notes for admissions, denials, defenses, and signature block.

This document provides a template for a defendant to use in responding to interrogatories in a securities fraud lawsuit.

This template memorandum of law provides guidance for drafting a motion to dismiss in a securities fraud lawsuit based on claims of material misstatements or omissions in violation of the Securities Exchange Act of 1934.

This template RFP focuses on claims brought by private plaintiffs alleging violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, and includes integrated notes with important explanations and drafting tips.

This template letter notifies the issuer of the underwriters' decision to exercise an over-allotment option granted in the underwriting contract.

This template provides a form of opinion to be used as a starting point for drafting or reviewing the opinion required for a registration statement on form S-3, with detailed drafting notes to explain the various sections.

This template provides a starting point for drafting or reviewing an Exhibit 5 opinion to be filed as part of an SEC-registered, non-shelf offering of common Shares, including detailed drafting notes, sources of authority, and guidance on common SEC comments.

This document template provides a set of policies and procedures to help a broker-dealer comply with FINRA Rule 3280.

This memorandum template outlines the filing fees to be paid to FINRA for the review of a registration statement in the context of an initial public offering.

This online document is a FINRA Questionnaire template to help collect and verify information for FINRA compliance and public offering filings.

This document is a template form 8-K providing extended filing deadlines for certain Exchange Act reports to companies affected by COVID-19.

This document provides a forward-looking statements legend to increase the likelihood of liability protection for forward-looking statements, and includes examples, important factors, and integrated notes with explanations and drafting tips.

This is a template form for the purchase of restricted Shares by founders of a startup company.

This online document is an outline form of a free writing prospectus (FWP) providing investors with additional information about a public offering.

This template letter provides investors with details of their potential subscription to a private equity fund structured as a limited partnership, including fund documents, anticipated future closings, and subscription instructions.

This online document is a template form of a funds flow memorandum for use in closing an M&A transaction, with payment and wire instructions for common payments made at the closing.

This template provides guidance on how to implement a compliance program to prevent violations of the Hart-Scott-Rodino (HSR) Act when acquiring voting securities, including how to identify a client's ultimate parent entity (UPE) and the number and percentage of voting securities held by that UPE.

This template form provides a non-binding indication of interest for potential limited partners investing in a private equity fund structured as a limited partnership.

This certificate is used to provide evidence of an accredited investor status to a registered broker-dealer, registered investment adviser, licensed attorney, or certified public accountant in order to facilitate a Rule 506(c) offering.

This template outlines the pledge of ownership interests under a mezzanine loan, designating the mezzanine lender as the borrower's agent to vote on matters pertaining to the designation of the pledged interests, and discusses priority and perfection of the mezzanine lender's lien and achieving protected purchaser status under the Uniform Commercial Code.

This template provides employers with a Standard Document to fulfill the Labor Condition Application (LCA) and Public Access File (PAF) document retention requirements for H-1B petition or E-3 visa classification requests.

This template provides a consent form for a general partner to use on behalf of itself and the limited partnership it manages when securing a loan with LP interests.

This template provides a US-style, jurisdiction-neutral starting point for the purchase and sale of all the outstanding capital Shares of a private company.

This template provides a letter of intent for the acquisition of a private US corporation by merger, including integrated notes with explanations, drafting and negotiating tips.

This template provides a letter of intent for the purchase and sale of all outstanding capital shares of a private US corporation, drafted in favor of the buyer, with a single corporate buyer and seller.

This template letter transmits the net offering proceeds from the underwriters to the company for the shares issued in the offering.

This template letter of transmittal outlines the payment of net offering proceeds from the underwriters to the custodian on behalf of the selling Sharesholders.

This Standard Document provides a limited power of attorney for a director or officer of a reporting company to authorize certain company personnel to complete and file Section 16(a) beneficial ownership reports.

This online document is a template for a short-form contract for the purchase and sale of a minority membership interest in a private US limited liability company, drafted in favor of the buyer with one buyer and one seller and simultaneous signing and closing.

This template memorandum outlines the effects of a company's IPO on executive equity awards and the company's overall compensation program.

This template memorandum explains the financial and tax implications of rolling over equity compensation awards in a merger or acquisition to employees.

This memorandum outlines the tax and other implications of receiving a profits interest, including the transition from employee to partner.

This document is a template form memorandum of option contract for use in Pennsylvania, which provides third parties with constructive notice of a purchase option encumbering real property.

This memorandum template outlines key considerations for a public company's board of directors when evaluating an acquisition of a company that has agreed to go public through a SPAC merger.

This memorandum outlines the considerations for a public company's board of directors when deciding whether to adopt a poison pill to ward off shareholder activists.

This memorandum template outlines the steps necessary for a company to terminate its securities exchange listings and withdraw its securities from registration under the Exchange Act.

This memorandum offers advice on whether to continue issuing quarterly earnings guidance, particularly when faced with shareholder activism, to a public company's board of directors.

This memorandum template provides guidance to a public company's board of directors on how to address pressure from investors and other stakeholders to engage in divestments or similar transactions based on ESG concerns.

This memorandum outlines key issues to consider when planning an acquisition of a US public company in a negotiated transaction.

This memorandum template outlines key issues for a public company's board of directors to consider when evaluating the dual-class share structure.

This memorandum outlines key legal and practical issues for a public company's board of directors to consider when evaluating a large-scale share buyback, particularly in connection with the one-time repatriation tax under the Tax Cuts and Jobs Act.

This memorandum template outlines key issues for the board of directors to consider when preparing for a proxy contest.

This Standard Document provides a template form of memorandum to educate management and employees about the company's 8-K reporting requirements and establish internal reporting obligations.

This memorandum provides directors and officers of a public company with an overview of their obligations under Section 16 of the Exchange Act, including filing beneficial ownership reports and avoiding short-swing profits, as well as information on company programs to assist them.

This memorandum provides an overview of the PFIC rules, outlines the types of foreign companies that may be affected, and discusses the disclosure obligations for PFICs when offering equity securities in the US.

This online document is a long-form merger contract for an all-Shares merger acquisition of a US public corporation by another US public corporation, drafted in favor of the buyer.

This template motion seeks the appointment of an official committee of equity security holders in a Chapter 11 case.

This document is a template motion for creditors to change their vote under Federal Rule of Bankruptcy Procedure 3018(a).