Term Main definition
Narrow-Based Weighted-Average Anti-Dilution Protection

A formula (and related adjustment mechanism) to calculate anti-dilution protection adjustments, which are adjustments to a conversion price that are made in order to compensate the holder for dilution.

Acronym for a non-disclosure agreement.
Negative Covenant
See Covenant.
No-Hire Provision
See Non-Solicit
No-Raid Provision
See Non-Solicit.
A provision in an agreement (or letter of intent) whereby the company (and those controlling its ownership) agrees not to market itself to, or solicit or encourage other investment (or acquisition) proposals from, other potential investors (or buyers) during a specified period by agreeing to a no-shop clause, the company gives the investor (or acquirer) (party to the agreement) an exclusive right during the agreed period to negotiate and enter into a definitive agreement with the company.
A contractual provision in which one party (typically, in the context of VC transactions, a founder, manager, employee or consultant) agrees, for a specified period of time following any termination of employment, not to work for a competitor company, form a new competitor company, or engage in activities competitive with the other party.
Non-Cumulative Dividends
Dividends that are payable to owners of a security (typically,Dividends preferred stock) at a specific point in time only (i) if there is sufficient cash available to pay the dividends after all company expenses are paid and obligations provided for, and (ii) as, if, and when declared by the board of directors.
Non-Disclosure Agreement

See Confidentiality Agreement.


The law does not honor all indemnities, and a promise of indemnification against one's own knowing or intentional wrongdoing is treated as unenforceable. Under state law, indemnification of officers of a company is restricted and in some cases limited or prohibited.

Synonyms - nonindemnifiable, unindemnifiable
A provision in an agreement (often signed by managers and employees) whereby the parties agree not to interfere with the company's relationships with employees, customers, suppliers and/or vendors during a specified period of time following any termination of employment. 
Non-Qualified Stock Options

Compensatory stock options that are not eligible to be treated as Incentive Stock Options for federal income tax purposes.

A provision in an agreement prohibiting one party for a specified period from soliciting for employment (or engaging in similar conduct) the employees of the other party.

An employer's obligation to compensate employees extends to all compensable time, which in this context would mean the time while the employer requires or suffers the employees to do work. Arguably, entry time and exit time are like commuting and therefore noncompensable personal time.

Synonyms - non-compensable