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Preference Shares Agreement
I need a Preference Shares Agreement for issuing 100,000 cumulative, non-convertible preference shares with a 7% annual dividend rate, redeemable after 5 years from January 2025, to a private equity investor based in Mumbai.
1. Parties: Identification of the issuing company and the preference shareholder(s)
2. Background: Context of the preference share issuance, including corporate approvals and purpose
3. Definitions and Interpretation: Key terms used in the agreement and rules for interpretation
4. Issuance and Subscription: Details of preference shares being issued, including number, face value, and premium
5. Dividend Rights: Terms of dividend payment, including rate, cumulative/non-cumulative nature, and payment schedule
6. Redemption Terms: Conditions and process for redemption, including timing and redemption price
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Ongoing obligations of the company and shareholders
9. Transfer Restrictions: Limitations and procedures for transferring preference shares
10. Notices: Process for formal communications between parties
11. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction
12. Miscellaneous: Standard boilerplate provisions including amendments, waivers, and severability
1. Conversion Rights: Terms for converting preference shares to equity shares (for convertible preference shares)
2. Voting Rights: Special voting rights, if any, granted to preference shareholders
3. Anti-dilution Protection: Provisions protecting preference shareholders from dilution in certain events
4. Foreign Investment Compliance: Special provisions for compliance with FEMA and other foreign investment regulations
5. Tag-Along Rights: Rights of preference shareholders to participate in sale of shares by other shareholders
6. Drag-Along Rights: Rights to force preference shareholders to join in sale of shares
7. Information Rights: Special rights to receive company information and financial statements
8. Board Nomination Rights: Rights to nominate directors to the company's board
1. Schedule 1 - Share Certificate Details: Format and particulars of preference share certificates
2. Schedule 2 - Corporate Authorizations: Copies of board and shareholder resolutions approving the issuance
3. Schedule 3 - Payment Terms: Detailed payment schedule and mechanics for subscription amount
4. Schedule 4 - Dividend Calculation Method: Formula and examples for calculating preference dividend
5. Schedule 5 - Company Information: Key corporate and financial information about the issuing company
6. Schedule 6 - Redemption Process: Detailed procedure and timeline for redemption
7. Appendix A - Form of Transfer Notice: Template for notifying transfer of preference shares
8. Appendix B - Compliance Certificates: Templates for various compliance certificates required under the agreement
Authors
Financial Services
Manufacturing
Real Estate
Infrastructure
Technology
Healthcare
Renewable Energy
Retail
Telecommunications
Private Equity
Venture Capital
Banking
Legal
Finance
Corporate Secretarial
Compliance
Treasury
Corporate Development
Investment Management
Board of Directors
Executive Management
Risk Management
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Finance Director
Compliance Officer
Investment Banker
Private Equity Manager
Venture Capital Manager
Corporate Finance Manager
Board Director
Managing Director
Chief Executive Officer
Treasury Manager
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