Pe Term Sheet for Equity

Whether all the shareholders must consent to the election of S status, under section 1362(a)(2)?

This reference also outlines the disclosure that is required to be made. One of the disclosures

may exercise their voting rights with respect to the registrant. The special voting stock and the registrant’s common stock generally vote together as a single class on all matters on which the common stock is entitled to vote.

S124(1) states that a company can (f) grant a security interest over the co’s property.

17. If common stock is issued for an amount greater than par value, the excess should be credited to

You have requested information in regards to the disclosure requirements related to your capital structure. You specifically stated that you are wanting to be extremely clear with your current shareholders about the issuance of participating preferred stock. You are wanting to encourage your current stockholders to purchase these new participating preferred stock so as not to have ownership diluted. To help encourage your current stockholders you are offering an extra dividend if the company does well.

“The total equity investment (equity investments in a legal entity are interests that are required to be reported as equity in that entity’s financial statements) at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders.”

Assuming that all of the company’s retained earnings are to be paid out in dividends on 12/31/11 and that preferred dividends were last paid on 12/31/09, show how much the preferred and common stockholders should receive if the preferred stock is cumulative and fully participating.

The redemption available after the third anniversary of the original issue date is weighted towards equity. This option guarantees that the investors will receive at least the principal back. The mandatory redemption behaves like debt because there is a definite maturity date. The protective covenants are also weighted toward debt because the risk is limited and gives priority to the Series B Preferred Stockholders. Dividends are usually associated with equity; however, in this case the dividends are behaving more like debt interest payments. The dividends are paid at a fixed 8%

No director or officer of this corporation nor any other corporation, firm, association, or other entity in which one or more of this corporation 's Directors or officers are Directors or officers or have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with this corporation, unless (a) the material facts regarding that director 's or officer 's financial interest in such contract or transaction or regarding such common Directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the board prior to the board 's consideration of such contract or transaction; (b) such

firm’s financing, for example, issuing or repurchasing stock and borrowing or repaying loans. It also

The number of shares held by the founders is a very important point they can try to renegotiate. In the Alpha term sheet the founders have a percentage ownership of 34% if the revenues hurdle of $500,000 is met. The founders hold 32.6% if the revenue hurdle is not met. Mega has no such revenue hurdle thus, with the number of shares outlined in the term sheet, the founders own 37.5%.

8. Using the exchange ratio (Brahma: Antarctica) of 0.096:1, which implied R$61.20 per share, the deal is dilutive both on historical basis and on future basis (from 2000 to 2004). The synergies that are necessary to make the

Currently HVC has two investment opportunities: (1) Security Systems, a firm that needs additional capital to develop an Internet security software package, and (2) Market Analysis, a market research company that needs additional capital to develop a software package for conducting customer satisfaction surveys. In exchange for Security Systems stock, the firm has asked HVC to provide $600,000 in year 1, $600,000 in year 2, and $250,000 in year 3 over the coming three-year period. In exchange for their stock, Market Analysis has asked HVC to provide $500,000 in year 1, $350,000 in year 2, and $400,000 in year 3 over the same three-year period. HVC believes that both investment opportunities are worth pursuing. However, because of other investments, they are willing to commit at most

of minority shareholder claims (personal and derivative) for oppression under Section 216 of the Companies Act.