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Preference Share Subscription Agreement Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
The Preference Share Subscription Agreement is a crucial document used when a company seeks to raise capital by issuing preference shares to investors. This agreement, governed by Irish law, is commonly used in private equity and venture capital transactions, as well as in other corporate financing scenarios. It sets out the complete framework for the investment, including the number and class of preference shares being issued, the subscription price, and the specific rights attached to the shares. The document ensures compliance with the Irish Companies Act 2014 and other relevant regulations, while protecting both the company's and investors' interests. A well-drafted Preference Share Subscription Agreement is essential for establishing clear terms regarding dividends, voting rights, liquidation preferences, and other key shareholder rights, as well as providing mechanisms for future corporate actions and exit scenarios.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



















































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Relevant Industries

Technology

Financial Services

Healthcare

Biotechnology

Real Estate

Manufacturing

Renewable Energy

E-commerce

Software

Professional Services

Telecommunications

Media and Entertainment

Private Equity

Venture Capital

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Investment

Treasury

Board & Governance

Risk Management

Strategic Planning

Mergers & Acquisitions

Relevant Roles

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

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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