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Certificate Of Designation Preferred Stock
"I need a Certificate of Designation Preferred Stock for a Series B investment round, where we're issuing 100,000 preferred shares with a 1.5x liquidation preference, 8% dividend rights, and anti-dilution protection for our German technology startup, with the issuance planned for March 2025."
1. Title and Introduction: Official title of the certificate and identification of the issuing corporation (Aktiengesellschaft)
2. Recitals: Background information including corporate authority and resolution authorizing the preferred stock issuance
3. Definitions: Key terms used throughout the certificate, including specific German legal terminology
4. Designation and Number of Shares: Specific designation of the series and the number of shares constituting the series
5. Par Value: Statement of the par value per share in accordance with German corporate law requirements
6. Dividend Rights: Detailed provisions regarding dividend preferences, rates, and payment terms
7. Liquidation Rights: Priority and rights in case of liquidation or dissolution
8. Voting Rights: Specification of voting rights or limitations thereof
9. Conversion Rights: Terms and conditions for any conversion rights into common stock
10. Redemption Provisions: Terms and conditions under which shares may be redeemed
11. Restrictions and Limitations: Any restrictions on transfer or other limitations on the shares
12. Ranking: Ranking of the preferred stock in relation to other series and classes of stock
13. Execution and Certification: Formal execution requirements including authorized signatures and notarization
1. Anti-dilution Provisions: Include when protection against dilution is required for the preferred stockholders
2. Preemptive Rights: Include when preferred stockholders are granted rights to maintain their ownership percentage
3. Special Voting Provisions: Include when preferred stock has special voting rights in particular circumstances
4. Registration Rights: Include when holders have rights to require registration of their shares for public trading
5. Tax Treatment: Include when specific tax considerations need to be addressed
6. Currency Provisions: Include when dividends or other payments may be made in multiple currencies
1. Form of Stock Certificate: Template of the physical stock certificate meeting German legal requirements
2. Board Resolution: Copy of the board resolution authorizing the issuance of the preferred stock
3. Shareholder Resolution: Copy of any required shareholder approval for the preferred stock issuance
4. Conversion Calculations: Detailed methodology for calculating conversion rights if applicable
5. Registration Rights Agreement: Detailed terms of registration rights if applicable
6. Legal Opinion: Opinion from German counsel confirming validity of the issuance
Authors
Articles of Association
Authorized Share Capital
Board of Directors
Business Day
Common Stock
Conversion Date
Conversion Price
Conversion Rate
Conversion Rights
Dividend Payment Date
Dividend Period
Dividend Preference
Dividend Rate
EUR
German Commercial Register
Handelsregister
Issue Date
Junior Securities
Liquidation Event
Liquidation Preference
Original Issue Price
Parity Securities
Par Value
Preferred Dividend
Preferred Stock
Redemption Date
Redemption Price
Registration Rights
Senior Securities
Series [X] Preferred Stock
Shareholders Meeting
Stated Value
Stock Corporation Act
Subscription Rights
Supervisory Board
Transfer
Voting Rights
Share Issuance
Par Value and Stated Value
Dividend Rights
Liquidation Rights
Voting Rights
Conversion Rights
Redemption Rights
Transfer Restrictions
Registration Rights
Anti-dilution Protection
Ranking and Priority
Preemptive Rights
Amendment and Modification
Corporate Governance
Information Rights
Tag-Along Rights
Drag-Along Rights
Protective Provisions
Subscription Rights
Notice Requirements
Governing Law
Dispute Resolution
Severability
Execution and Filing
Financial Services
Banking
Investment Management
Corporate Services
Legal Services
Private Equity
Venture Capital
Manufacturing
Technology
Real Estate
Infrastructure
Healthcare
Legal
Corporate Secretary Office
Finance
Corporate Governance
Compliance
Treasury
Investor Relations
Executive Management
Board of Directors
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Director
Corporate Attorney
Investment Manager
Financial Director
Board Member
Corporate Governance Officer
Compliance Officer
Investment Banker
Private Equity Manager
Venture Capital Manager
Corporate Finance Manager
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