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Preference Shares Investment Agreement
"I need a Preference Shares Investment Agreement for my Singapore-based fintech startup to secure Series B funding of SGD 5 million from a venture capital firm, with 8% cumulative dividend rights and anti-dilution protection, to be completed by March 2025."
1. Parties: Identification of the company and investor(s)
2. Background: Context of the investment and company's current status
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number, class, and price of preference shares
5. Preference Share Rights: Dividend rights, voting rights, conversion rights, and liquidation preferences
6. Completion Mechanics: Process and conditions for completing the investment
7. Warranties and Representations: Standard company and investor warranties
8. Governing Law and Jurisdiction: Specification of Singapore law and courts
1. Anti-dilution Protection: Protection against future share issuances, used for larger investments
2. Board Rights: Investor board representation, used when significant stake acquired
3. Tag-Along Rights: Right to join in sale of shares, common in minority protection
4. Drag-Along Rights: Right to force minority shareholders to join sale, used in majority investments
1. Schedule 1: Share Capital Structure: Pre and post-investment capitalization table
2. Schedule 2: Warranties: Detailed company warranties
3. Schedule 3: Conditions Precedent: List of conditions to be satisfied before completion
4. Schedule 4: Preference Share Terms: Detailed terms and conditions of the preference shares
5. Appendix A: Form of Board Resolution: Template board resolution approving the investment
6. Appendix B: Share Certificate Form: Template preference share certificate
Authors
Anti-dilution Rights
Articles of Association
Board
Business Day
Completion
Completion Date
Conditions Precedent
Conversion Rights
Directors
Drag-Along Rights
Encumbrance
Existing Shareholders
Financial Year
Fully Diluted Share Capital
Group
Investment Amount
Investor Majority
Issue Price
Material Adverse Change
Ordinary Shares
Preference Dividend
Preference Shares
Pre-emptive Rights
Regulatory Approvals
Related Party
Relevant Securities
Senior Management
Share Capital
Shareholder
Subscription
Subscription Shares
Tag-Along Rights
Transaction Documents
Warranties
Consideration
Completion Mechanics
Conditions Precedent
Preference Share Rights
Dividend Rights
Conversion Rights
Redemption Rights
Voting Rights
Anti-dilution Protection
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Appointment Rights
Information Rights
Warranties and Representations
Covenants
Reserved Matters
Exit Rights
Confidentiality
Assignment
Notices
Amendment and Waiver
Costs and Expenses
Severability
Entire Agreement
Further Assurance
Governing Law
Dispute Resolution
Force Majeure
Termination
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