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Preference Shares Investment Agreement
"I need a Preference Shares Investment Agreement for my Australian fintech startup to secure a Series A investment of AUD 5 million, with the investor requiring standard anti-dilution protection and a board seat, planned for completion by March 2025."
1. Parties: Identification of the Company, Investor(s) and any other relevant parties to the agreement
2. Background: Context of the investment, including company status and purpose of the preference share issue
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Subscription Details: Number, class, and price of preference shares being issued
5. Conditions Precedent: Conditions that must be satisfied before completion of the investment
6. Completion: Process and requirements for completing the investment transaction
7. Preference Share Rights: Detailed rights attached to the preference shares including dividend rights, voting rights, and conversion rights
8. Priority and Ranking: Ranking of preference shares relative to other securities
9. Anti-dilution Protection: Provisions protecting investor from dilution through future share issues
10. Information Rights: Investor's rights to receive company information and financial reports
11. Board Representation: Investor's rights to appoint directors or observers to the board
12. Transfers and Exit: Provisions governing share transfers and exit mechanisms
13. Warranties: Company's representations and warranties to the investor
14. Confidentiality: Obligations regarding confidential information
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Tag-Along Rights: Optional provision giving investor right to join in sale of shares by other shareholders
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority to join in sale
3. Redemption Rights: Include when preference shares are redeemable at either party's option
4. Foreign Investment Provisions: Required when foreign investors are involved, addressing FIRB requirements
5. Conversion Mechanics: Include if preferences shares are convertible to ordinary shares
6. Participating Rights: Include if preference shares have participation rights beyond fixed dividend
7. Pre-emptive Rights: Optional rights for existing shareholders to participate in future share issues
8. Employee Share Scheme Provisions: Include if company has or plans to implement employee share schemes
1. Schedule 1 - Share Capital Structure: Details of company's share capital structure pre and post-investment
2. Schedule 2 - Preference Share Terms: Detailed terms and conditions of the preference shares
3. Schedule 3 - Warranties: Comprehensive list of company warranties
4. Schedule 4 - Company Constitution Amendments: Required amendments to company constitution
5. Schedule 5 - Completion Requirements: Detailed checklist of completion deliverables
6. Schedule 6 - Reserved Matters: List of decisions requiring investor approval
7. Appendix A - Investment Certificate Form: Form of share certificate to be issued
8. Appendix B - Board Resolution Templates: Template resolutions for board approval of share issue
Authors
Affiliate
Anti-dilution Shares
ASIC
ASX
Board
Business Day
Business Plan
Company Constitution
Completion
Completion Date
Conditions Precedent
Confidential Information
Conversion Date
Conversion Price
Conversion Rights
Corporations Act
Dividend Rate
Dividend Payment Date
Drag Along Notice
Drag Along Right
Effective Date
Encumbrance
Event of Default
Exit Event
Financial Year
FIRB
Fully Diluted Basis
Group
Holding Company
Independent Expert
Information Rights
Initial Subscription Price
Investment Amount
Issue Date
Liquidation Event
Liquidation Preference
Material Adverse Change
New Securities
Ordinary Shares
Participating Return
Permitted Transferee
Pre-emptive Rights
Preference Shares
Qualified IPO
Redemption Date
Redemption Notice
Redemption Price
Related Body Corporate
Reserved Matters
Security Interest
Senior Management
Share Capital
Shareholder
Subsidiary
Subscription Agreement
Tag Along Notice
Tag Along Right
Transaction Documents
Transfer Notice
Valuation
Warranties
Subscription
Issue Price
Conditions Precedent
Completion
Preference Share Rights
Dividend Rights
Voting Rights
Conversion Rights
Anti-dilution Protection
Liquidation Preference
Redemption Rights
Information Rights
Board Appointment Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Transfer Restrictions
Permitted Transfers
Exit Rights
IPO Rights
Warranties and Representations
Confidentiality
Non-Competition
Board Matters
Reserved Matters
Share Capital
Company Undertakings
Investor Undertakings
Event of Default
Termination
Dispute Resolution
Notices
Assignment
Amendment
Severability
Governing Law
Jurisdiction
Entire Agreement
Force Majeure
Costs and Expenses
Technology
Financial Services
Healthcare
Manufacturing
Real Estate
Renewable Energy
Mining and Resources
Infrastructure
Biotechnology
E-commerce
Software and IT
Professional Services
Legal
Finance
Corporate Development
Investment
Compliance
Board of Directors
Executive Leadership
Company Secretariat
Treasury
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
Investment Manager
Private Equity Manager
Venture Capital Manager
Company Secretary
Financial Controller
Investment Director
Corporate Development Manager
Board Director
Investment Analyst
Legal Counsel
Finance Director
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