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Term-sheet control & investor rights · Working

Super pro rata right

Also called: oversubscription right

ELI5

An investor may increase its ownership in a later round.

Used in conversation

“The company limited super pro rata rights to the lead.”

Definition

A right to invest beyond the amount required to maintain existing ownership.

Here “Super pro rata right” means: A right to invest beyond the amount required to maintain existing ownership.

Pitch context

You will see “Super pro rata right” in fundraising decks, data rooms, term sheets and investor conversations when the discussion reaches term-sheet control & investor rights.

Why it matters: In term-sheet control & investor rights, a loose definition can change rights, obligations, approval, disclosure or enforceability.

Caution

Meaning, enforceability and required process vary by jurisdiction and agreement; this definition is not legal advice.

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Sources & evidence · 5

Direct term-level sources and supporting source families.