NVCA model certificate of incorporation (October 2025): an exclusive licence of substantially all assets is a deemed liquidation event (NVCA Model Certificate of Incorporation, Article Fourth, Part B, section 2.3.1(b)(i) (updated October 2025))
In the standard venture charter, selling or exclusively licensing all or substantially all the company's assets counts as a liquidation, so the investors' consent and their preference apply to it as to a dissolution.
Dated 21 Oct 2026Source checked 21 Oct 2026Page out of reach at the last check, 21 Oct 2026Basis: secondary
In the source's own words
“the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole”
Where it was read
Also read from the same source
- Has the board approved the licence, and do investor agreements or charters give investors a veto over selling or licensing key assets?
- NVCA model certificate of incorporation (October 2025): preferred stock protective provisions (NVCA Model Certificate of Incorporation, Article Fourth, Part B, section 3.3 (updated October 2025))
- NVCA model certificate of incorporation (October 2025): preferred stock is paid first on liquidation (NVCA Model Certificate of Incorporation, Article Fourth, Part B, section 2.1 (updated October 2025))
Figures it counts in
It is shown on its own, not counted into a figure.
Cited in this guide