Preferred Stock Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

Preferred Stock Purchase Agreement

"I need a Preferred Stock Purchase Agreement for our Series A round closing in March 2025, where we're issuing preferred shares to a lead VC investor and three co-investors, with standard anti-dilution protection and board representation rights for the lead investor."

Document background
The Preferred Stock Purchase Agreement is a crucial document used in Irish corporate transactions when a company seeks to raise capital by issuing preferred shares to investors. This agreement is particularly common in venture capital and private equity investments where investors require preferential rights and protections beyond those offered to ordinary shareholders. The document comprehensively details the investment terms, share rights, investor protections, and closing conditions, all while ensuring compliance with Irish company law and relevant EU regulations. It typically includes specific provisions for dividend preferences, liquidation rights, anti-dilution protection, and conversion rights, along with comprehensive representations and warranties from both the company and the investors. The agreement must be structured to comply with the Companies Act 2014 and other relevant Irish legislation, while also addressing the commercial requirements of both the issuing company and the investors.
Suggested Sections

1. Parties: Identification of the Company and the Investor(s)

2. Background: Context of the transaction and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Preferred Shares: Core terms of the transaction including number of shares, price per share, and aggregate purchase amount

5. Closing: Closing mechanics, conditions precedent, and deliverables

6. Representations and Warranties of the Company: Company's confirmations regarding its status, authority, and business

7. Representations and Warranties of the Investors: Investors' confirmations regarding authority, investment intent, and status

8. Covenants: Ongoing obligations of the parties post-closing

9. Rights of Preferred Shareholders: Special rights attached to preferred shares including dividends, liquidation preference, and conversion rights

10. Transfer Restrictions: Limitations on transfer of shares and related procedures

11. Termination: Circumstances under which the agreement may be terminated

12. General Provisions: Standard boilerplate provisions including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Anti-dilution Protection: Provisions protecting investors from dilution in future rounds, used when specifically negotiated

2. Preemptive Rights: Right of existing investors to participate in future funding rounds, included for larger investments

3. Board Representation: Investor rights to board seats or observer rights, included for significant investments

4. Information Rights: Specific reporting and information access rights, important for minority investors

5. Tag-Along Rights: Right to join in sale of shares by other shareholders, used for minority investor protection

6. Drag-Along Rights: Right to force minority shareholders to join in a sale, used for majority investor protection

7. Registration Rights: Rights related to future public offerings, included if IPO is contemplated

8. Most Favored Nation Provision: Protection ensuring investors get best terms offered to future investors, used in early-stage investments

Suggested Schedules

1. Schedule 1: Share Capital Structure: Details of company's share capital before and after investment

2. Schedule 2: Disclosure Schedule: Company's disclosures against warranties

3. Schedule 3: Terms of Preferred Shares: Detailed rights and preferences attached to the preferred shares

4. Schedule 4: Form of Officers' Certificate: Template for closing certificate confirming warranties

5. Schedule 5: Form of Board Resolutions: Template for required corporate approvals

6. Schedule 6: Conditions Precedent: Detailed list of closing conditions

7. Schedule 7: Key Employee Agreements: Forms of employment agreements for key personnel

8. Schedule 8: Financial Statements: Recent financial statements of the company

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

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