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Preference Share Agreement
"I need a Preference Share Agreement for my Australian tech startup to issue cumulative preference shares to a venture capital investor, with an 8% annual dividend rate, conversion rights after 3 years, and anti-dilution protection for a planned Series B funding round in March 2025."
1. Parties: Identifies the company issuing the preference shares and the preference shareholder(s)
2. Background: Explains the context and purpose of the preference share issue
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Issue of Preference Shares: Details the number, class and issue price of preference shares
5. Dividend Rights: Specifies dividend rate, payment dates, calculation methods, and dividend priority
6. Voting Rights: Outlines the voting rights attached to the preference shares
7. Capital Rights: Describes rights on return of capital and ranking in liquidation
8. Conversion Rights: Details if and how preference shares can be converted to ordinary shares
9. Redemption Rights: Specifies circumstances and process for redemption of preference shares
10. Transfer Restrictions: Sets out any limitations on transferring the preference shares
11. Representations and Warranties: Standard company and shareholder representations
12. General Provisions: Includes standard legal provisions like notices, amendments, and governing law
1. Anti-Dilution Protection: Include when preference shareholders need protection against dilution from new share issues
2. Tag-Along Rights: Include when preference shareholders should have the right to join in sales by majority shareholders
3. Drag-Along Rights: Include when majority shareholders need the right to force preference shareholders to join in a sale
4. Information Rights: Include when preference shareholders require specific information access rights
5. Board Appointment Rights: Include when preference shareholders have the right to appoint directors
6. Participation Rights: Include when preference shareholders have rights to participate in future funding rounds
7. Change of Control Provisions: Include when specific rights or obligations arise on a change of control
8. Foreign Investment Provisions: Include when preference shares are issued to foreign investors
1. Share Certificate: Form of share certificate for the preference shares
2. Subscription Details: Details of subscribers, number of shares, and subscription amounts
3. Company Constitution Amendments: Required amendments to the company constitution
4. Dividend Calculation Methods: Detailed formula and examples for calculating dividends
5. Transfer Notice: Form of notice for transferring preference shares
6. Conversion Notice: Form of notice for converting preference shares
7. Redemption Notice: Form of notice for redeeming preference shares
8. Regulatory Approvals: Copies of required regulatory approvals or confirmations
Authors
ASIC
ASX
Board
Business Day
Change of Control
Company
Constitution
Conversion Date
Conversion Price
Conversion Rights
Corporations Act
Dividend Payment Date
Dividend Period
Dividend Rate
Encumbrance
Event of Default
Exit Event
Financial Year
Franking Credits
Holder
Initial Issue Date
Insolvency Event
Issue Price
Liquidation
Liquidation Preference
Material Adverse Change
Ordinary Shares
Preference Shares
Redemption Date
Redemption Notice
Redemption Price
Related Body Corporate
Relevant Interest
Security Interest
Shareholder
Subscription Amount
Tag-Along Notice
Tax
Transfer
Transferee
Transferor
Voting Rights
Subscription
Dividend Rights
Capital Rights
Voting Rights
Conversion Rights
Redemption Rights
Transfer Restrictions
Pre-emptive Rights
Anti-dilution
Information Rights
Board Appointment Rights
Tag-along Rights
Drag-along Rights
Representations and Warranties
Undertakings
Events of Default
Ranking
Notices
Confidentiality
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Costs and Expenses
Counterparts
Financial Services
Technology
Real Estate
Infrastructure
Healthcare
Manufacturing
Mining and Resources
Renewable Energy
Retail
Telecommunications
Professional Services
Biotechnology
Agriculture
Legal
Finance
Corporate Development
Executive Management
Board of Directors
Compliance
Treasury
Risk Management
Company Secretariat
Investment
Tax
Chief Financial Officer
Chief Executive Officer
Company Secretary
Corporate Lawyer
Investment Manager
Finance Director
Corporate Treasurer
Board Director
Investment Banker
Financial Controller
Legal Counsel
Compliance Officer
Investment Analyst
Corporate Development Manager
Risk Manager
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