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Preference Share Subscription Agreement
"I need a Preference Share Subscription Agreement for a Series A investment round where a venture capital firm is investing €5 million for convertible preference shares with a 1x liquidation preference and standard anti-dilution protection, with completion scheduled for March 2025."
1. Parties: Identifies the company issuing the preference shares and the subscriber(s)
2. Background: Recitals explaining the context of the agreement and the company's authority to issue the preference shares
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Subscription: Details of the preference shares being subscribed for, including number, class, and subscription price
5. Preference Share Rights: Specifies the rights attached to the preference shares, including dividend rights, voting rights, and liquidation preferences
6. Conditions Precedent: Conditions that must be satisfied before completion of the subscription
7. Completion: Mechanics and timing of the subscription completion, including payment and share issuance procedures
8. Company Warranties: Standard warranties given by the company regarding its status, authority, and business
9. Subscriber Warranties: Warranties given by the subscriber regarding authority, capacity, and funding
10. Covenants: Ongoing obligations of the parties post-completion
11. Confidentiality: Provisions regarding the confidentiality of the agreement and related information
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and governing law
1. Anti-dilution Protection: Protects preference shareholders from dilution in future funding rounds
2. Conversion Rights: Terms for converting preference shares to ordinary shares, if applicable
3. Tag-along Rights: Right of preference shareholders to join in sales by other shareholders
4. Drag-along Rights: Right to force minority shareholders to join in a sale
5. Pre-emption Rights: Rights of first refusal on future share issues
6. Board Appointment Rights: Rights to appoint directors to the company's board
7. Information Rights: Rights to receive financial and other company information
8. Exit Provisions: Specific terms relating to company sale or IPO scenarios
9. Redemption Rights: Terms for redemption of preference shares, if applicable
1. Schedule 1 - Preference Share Rights: Detailed terms and conditions attached to the preference shares
2. Schedule 2 - Conditions Precedent: List of all conditions to be satisfied before completion
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Company Warranties: Full list of warranties given by the company
5. Schedule 5 - Form of Share Certificate: Template share certificate for the preference shares
6. Schedule 6 - Deed of Adherence: Form for new shareholders to agree to the terms of the agreement
7. Schedule 7 - Company Information: Key details about the company, including capital structure
8. Appendix A - Board Resolutions: Form of board resolutions approving the share issuance
9. Appendix B - Disclosure Letter: Company's disclosures against the warranties
Authors
Technology
Financial Services
Healthcare
Biotechnology
Real Estate
Manufacturing
Renewable Energy
E-commerce
Software
Professional Services
Telecommunications
Media and Entertainment
Private Equity
Venture Capital
Legal
Finance
Corporate Development
Compliance
Investment
Treasury
Board & Governance
Risk Management
Strategic Planning
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Lawyer
Investment Manager
Company Secretary
Finance Director
General Counsel
Corporate Development Manager
Investment Analyst
Board Director
Private Equity Partner
Venture Capital Partner
Financial Controller
Legal Counsel
Compliance Officer
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