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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."
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
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
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
Additional Preference Shares
Affiliate
Anti-dilution Rights
Articles of Association
Board
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Conversion Rights
Drag-Along Rights
Encumbrance
Existing Shareholders
Financial Year
Group
Handelsregister
Investment Amount
Issue Price
Material Adverse Change
Ordinary Shares
Preference Dividend
Preference Rights
Preference Shares
Qualified IPO
Related Persons
Relevant Securities
Sale
Shareholders' Agreement
Shareholders' Resolution
Signing Date
Subscription Price
Subsidiary
Tag-Along Rights
Transaction Documents
Transfer
Warranties
Working Hours
Subscription
Payment Terms
Conditions Precedent
Completion
Preference Share Rights
Dividend Rights
Voting Rights
Liquidation Preference
Anti-dilution Protection
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Conversion Rights
Company Warranties
Subscriber Warranties
Board Representation
Information Rights
Covenants
Confidentiality
Assignment
Notices
Amendment
Severability
Waiver
Entire Agreement
Force Majeure
Costs
Governing Law
Jurisdiction
Dispute Resolution
Corporate Approvals
Registration Rights
Technology
Financial Services
Manufacturing
Healthcare
Real Estate
Renewable Energy
E-commerce
Biotechnology
Software
Infrastructure
Consumer Goods
Professional Services
Transportation
Telecommunications
Legal
Finance
Corporate Development
Compliance
Investment
Corporate Secretariat
Risk Management
Executive Leadership
Treasury
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
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