Preference Share Subscription Agreement Template for Germany

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Key Requirements PROMPT example:

Preference Share Subscription Agreement

"I need a Preference Share Subscription Agreement under German law for a Series B investment round where a venture capital firm is subscribing for EUR 5 million worth of preference shares with 1x liquidation preference and standard anti-dilution protection."

Document background
The Preference Share Subscription Agreement is a crucial document used when a company seeks to raise capital by issuing shares with preferential rights to investors. Under German law, this agreement must comply with specific requirements of the Aktiengesetz and other relevant corporate legislation. The document is typically used in growth financing, venture capital investments, or corporate restructuring scenarios where investors require superior rights to ordinary shareholders. The agreement comprehensively outlines the subscription terms, preference share rights (including dividend and liquidation preferences), warranties, and completion mechanics. It also addresses German-specific requirements such as notarization of certain corporate actions and registration with the commercial register (Handelsregister). The document serves as the primary transaction document for preference share investments and often operates alongside other key documents such as a shareholders' agreement and amended articles of association.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber(s)

2. Background: Context of the transaction, including company's capital structure and purpose of preference share issuance

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Subscription and Issue of Preference Shares: Core terms of the subscription including number of shares, price, and payment terms

5. Preference Share Rights: Detailed rights attached to preference shares including dividend rights, voting rights, and liquidation preferences

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Completion: Mechanics and timing of the completion process

8. Company's Warranties: Warranties given by the company regarding its status, authority, and share capital

9. Subscriber's Warranties: Warranties given by the subscriber regarding authority and capacity

10. Covenants: Ongoing obligations of the parties

11. Transfer Restrictions: Limitations on transfer of preference shares

12. Confidentiality: Provisions regarding confidential information

13. Notices: Process for giving formal notices under the agreement

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Anti-dilution Protection: Protection mechanisms against dilution of shareholding, used when specifically negotiated

2. Tag-Along Rights: Rights of preference shareholders to join in sale of shares by other shareholders, included if part of investment terms

3. Drag-Along Rights: Rights to force preference shareholders to join in sale of company, included if part of investment terms

4. Multiple Closings: Provisions for multiple subscription tranches, included if investment is staged

5. Corporate Governance Rights: Special voting or board representation rights, included if negotiated

6. Conversion Rights: Terms for converting preference shares to ordinary shares, if applicable

7. Pre-emption Rights: Rights of first refusal on new share issues, if agreed

Suggested Schedules

1. Schedule 1 - Share Capital Structure: Details of company's existing share capital and rights

2. Schedule 2 - Preference Share Terms: Detailed terms and conditions attached to the preference shares

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion

4. Schedule 4 - Company Warranties: Detailed warranties given by the company

5. Schedule 5 - Form of Shareholders' Resolution: Form of required corporate approvals

6. Schedule 6 - Form of Share Certificate: Template for preference share certificates

7. Appendix A - Articles Amendment: Required amendments to company's articles to create preference shares

8. Appendix B - Shareholders' Agreement: Form of shareholders' agreement if required to be entered into

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Manufacturing

Healthcare

Real Estate

Renewable Energy

E-commerce

Biotechnology

Software

Infrastructure

Consumer Goods

Professional Services

Transportation

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Investment

Corporate Secretariat

Risk Management

Executive Leadership

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Venture Capital Partner

Private Equity Director

Company Secretary

Corporate Development Director

Finance Director

Legal Counsel

Investment Banker

Fund Manager

Corporate Finance Manager

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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