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Preference Share Agreement
"Need a Preference Share Agreement for a Series B investment round in our Irish tech startup, with 8% cumulative dividend rights and anti-dilution protection, to be completed by March 2025."
1. Parties: Identification of the company issuing the preference shares and the investor(s)
2. Background: Context of the investment, company status, and purpose of issuing preference shares
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Subscription Details: Number of shares, price per share, and total investment amount
5. Preference Share Rights: Core rights attached to the preference shares including dividend rights, voting rights, and capital rights
6. Dividend Provisions: Detailed terms of dividend payments, including rate, frequency, and conditions
7. Transfer Restrictions: Limitations and conditions on the transfer of preference shares
8. Anti-dilution Protection: Provisions protecting preference shareholders from dilution in future funding rounds
9. Information Rights: Rights of preference shareholders to receive company information and financial reports
10. Board Representation: Rights to appoint directors or observers to the board
11. Pre-emption Rights: Rights of first refusal on new share issuances
12. Tag-along and Drag-along Rights: Rights in case of sale or transfer of company shares
13. Warranties: Company warranties regarding its status, operations, and authority
14. Notices: Process for giving formal notices under the agreement
15. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
1. Redemption Rights: Terms for redemption of preference shares - include if shares are redeemable
2. Conversion Rights: Terms for converting preference shares to ordinary shares - include if convertible
3. Liquidation Preference: Special rights on liquidation - include if investors require preferential return
4. Protective Provisions: Veto rights on specific corporate actions - include for stronger investor protection
5. Registration Rights: Rights related to registration of shares for public trading - include if IPO is contemplated
6. Management Rights: Special rights regarding company management - include for active investors
7. Most Favored Nation Clause: Protection against better terms being offered to future investors - include for early-stage investments
8. Exit Rights: Specific provisions regarding company sale or IPO - include if exit is specifically contemplated
1. Schedule 1: Share Certificate: Form of share certificate for the preference shares
2. Schedule 2: Subscription Details: Detailed breakdown of share numbers, prices, and payment terms
3. Schedule 3: Company Details: Current company information including capital structure and subsidiaries
4. Schedule 4: Warranties: Detailed company warranties and representations
5. Schedule 5: Reserved Matters: List of actions requiring preference shareholder approval
6. Schedule 6: Deed of Adherence: Form of deed for new shareholders to join the agreement
7. Schedule 7: Financial Information: Latest financial statements and projections
8. Schedule 8: Board Composition: Current and proposed board structure
Authors
Act
Affiliate
Anti-dilution Shares
Applicable Law
Articles of Association
Board
Business Day
Business Plan
Completion
Completion Date
Constitution
Control
Conversion Rights
Deed of Adherence
Directors
Dividend
Dividend Rate
Drag-along Notice
Drag-along Right
Encumbrance
Exit Event
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group
Information Rights
Investment Amount
IPO
Issue Price
Liquidation Event
Liquidation Preference
Management Accounts
Material Adverse Change
New Securities
Ordinary Shares
Original Shareholder
Permitted Transferee
Preference Dividend
Preference Shares
Pre-emption Notice
Pre-emption Rights
Qualified IPO
Redemption Date
Redemption Notice
Redemption Price
Related Party Transaction
Reserved Matters
Share Capital
Shareholders Agreement
Subscription Price
Subsidiary
Tag-along Notice
Tag-along Right
Transfer
Valuation
Warranties
Share Rights
Dividend Rights
Voting Rights
Anti-dilution
Pre-emption Rights
Transfer Restrictions
Tag-along Rights
Drag-along Rights
Redemption Rights
Conversion Rights
Information Rights
Board Representation
Reserved Matters
Warranties and Representations
Liquidation Preference
Exit Rights
Restrictive Covenants
Confidentiality
Assignment
Notices
Costs and Expenses
Entire Agreement
Severability
Variation
Waiver
Further Assurance
Counterparts
Governing Law
Jurisdiction
Financial Services
Technology
Real Estate
Healthcare
Manufacturing
Renewable Energy
Biotechnology
E-commerce
Professional Services
Infrastructure
Telecommunications
Food and Beverage
Legal
Finance
Corporate Development
Investment
Compliance
Board of Directors
Executive Leadership
Corporate Secretariat
Treasury
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Investment Manager
Company Secretary
Board Director
Chief Legal Officer
Investment Analyst
Corporate Finance Manager
Venture Capital Partner
Private Equity Manager
Financial Controller
Legal Counsel
Investment Director
Corporate Development Manager
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