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Preference Shares Agreement
"I need a Preference Shares Agreement for my Berlin-based technology startup, issuing Series A preference shares with 8% cumulative dividend rights and anti-dilution protection to three venture capital investors, with completion planned for March 2025."
1. Parties: Identification of the company issuing the preference shares and the preference shareholders
2. Background: Context of the preference share issuance, including company status and purpose of the issuance
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Share Capital and Preference Shares: Details of the preference shares including nominal value, number of shares, and share class designation
5. Dividend Rights: Specification of preferential dividend rights, including amount, calculation method, and payment terms
6. Voting Rights: Description of voting rights attached to the preference shares, including any limitations or special voting privileges
7. Capital Rights: Rights in relation to capital events, including return of capital and participation in surplus assets on winding up
8. Transfer Restrictions: Limitations and procedures for transferring preference shares
9. Corporate Governance: Governance rights of preference shareholders, including any board representation rights
10. Notices: Procedures for giving notices under the agreement
11. General Provisions: Standard contractual provisions including governing law, jurisdiction, and amendments
1. Conversion Rights: Terms for converting preference shares to ordinary shares, if applicable
2. Redemption Rights: Terms for redemption of preference shares, if redeemable
3. Anti-dilution Provisions: Protections against dilution of preference shares, particularly relevant for convertible preferences
4. Tag-Along Rights: Rights of preference shareholders to join in sale of shares by majority shareholders
5. Drag-Along Rights: Rights to require preference shareholders to join in sale of company
6. Information Rights: Special information rights for preference shareholders beyond statutory requirements
7. Pre-emption Rights: Rights of first refusal on new share issuances
8. Change of Control Provisions: Special rights or protections in case of change in company control
1. Schedule 1: Share Terms: Detailed terms and conditions of the preference shares including dividend rates and calculation methods
2. Schedule 2: Form of Share Certificate: Template for the preference share certificates
3. Schedule 3: Corporate Resolutions: Copies of relevant corporate resolutions authorizing the preference share issuance
4. Schedule 4: Subscription Form: Form for subscribing to the preference shares
5. Schedule 5: Articles Amendments: Required amendments to the company's articles of association
6. Schedule 6: Shareholders Register: Current shareholders register showing existing shareholding structure
7. Appendix A: Dividend Calculation Examples: Examples illustrating the calculation of preference dividends in various scenarios
Authors
Articles of Association
Auditors
Authorized Share Capital
Business Day
Change of Control
Commercial Register
Company
Completion
Conversion Rights
Conversion Price
Cumulative Preference Shares
Distributable Profits
Dividend
Dividend Payment Date
Dividend Period
Dividend Rate
Encumbrance
Existing Shareholders
Exit Event
Financial Year
General Meeting
Group
IPO
Issue Date
Liquidation Event
Liquidation Preference
Management Board
Nominal Value
Ordinary Shares
Participating Preference Shares
Preference Dividend
Preference Shares
Preference Shareholders
Redemption Date
Redemption Notice
Redemption Price
Register of Shareholders
Share Capital
Share Certificate
Shareholders Agreement
Shareholders' Resolution
Subscription Price
Subsidiary
Supervisory Board
Tag-Along Rights
Transfer
Voting Rights
Preference Rights
Dividend Rights
Voting Rights
Capital Rights
Redemption Rights
Conversion Rights
Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Information Rights
Board Representation
Corporate Governance
Change of Control
Exit Rights
Liquidation Preference
Representations and Warranties
Covenants
Confidentiality
Assignment
Notices
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Investment Banking
Private Equity
Venture Capital
Manufacturing
Technology
Real Estate
Infrastructure
Healthcare
Energy
Telecommunications
Professional Services
Industrial
Consumer Goods
Legal
Finance
Corporate Development
Treasury
Compliance
Corporate Secretariat
Investment
Board Management
Risk Management
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Finance Director
Investment Manager
Legal Counsel
Corporate Lawyer
Investment Director
Board Member
Supervisory Board Member
Treasury Manager
Compliance Officer
Company Secretary
Private Equity Manager
Venture Capital Manager
Corporate Development Manager
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