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Preference Share Agreement
"I need a Preference Share Agreement under Swiss law for my tech startup to issue Series A preference shares to three venture capital investors, with a 1x liquidation preference and standard anti-dilution protection, to be completed by 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 used throughout the agreement
4. Preference Share Rights: Detailed description of the rights attached to the preference shares, including dividend rights, voting rights, and capital rights
5. Issue and Status: Terms of issuance, share classification, and ranking in capital structure
6. Dividend Rights: Specific provisions regarding dividend payments, including calculation, timing, and priority
7. Capital Rights: Rights in relation to capital events, including return of capital and liquidation preferences
8. Voting Rights: Scope and limitations of voting rights attached to the preference shares
9. Transfer Restrictions: Limitations and conditions on the transfer of preference shares
10. Conversion Rights: Terms and conditions for any conversion of preference shares to ordinary shares
11. Representations and Warranties: Standard representations and warranties from both the company and shareholders
12. Notices: Procedures for giving notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendments
14. Execution: Signature blocks and execution formalities
1. Anti-dilution Protection: Protection mechanisms against dilution of shareholding, used when there's significant risk of future share issuances
2. Tag-Along Rights: Rights of preference shareholders to join in sale of shares by other shareholders, included when requested by investors
3. Drag-Along Rights: Rights to force other shareholders to join in sale of shares, included when majority shareholders require exit flexibility
4. Redemption Rights: Terms for company or shareholder redemption of preference shares, included when shares are redeemable
5. Information Rights: Special rights to company information, included when investors require enhanced transparency
6. Board Representation: Rights to appoint directors, included when investors require board participation
7. Preference Share Certificates: Provisions regarding share certificates, included when physical certificates will be issued
8. Further Financing: Provisions regarding future funding rounds, included when future capital raises are anticipated
1. Schedule 1 - Share Certificate Form: Template for preference share certificates
2. Schedule 2 - Preference Share Terms: Detailed terms and conditions of the preference shares
3. Schedule 3 - Deed of Adherence: Form for new shareholders to agree to the terms of the agreement
4. Schedule 4 - Company Information: Details of the company's share capital, directors, and other corporate information
5. Schedule 5 - Calculation of Dividend: Detailed methodology for calculating preference share dividends
6. Schedule 6 - Conversion Mechanics: Detailed procedures for share conversion if applicable
7. Appendix A - Board Resolutions: Copy of board resolutions approving the preference share issuance
8. Appendix B - Shareholders' Resolutions: Copy of shareholders' resolutions approving the preference share issuance
Authors
Financial Services
Investment Banking
Private Equity
Venture Capital
Technology
Manufacturing
Real Estate
Healthcare
Telecommunications
Energy
Infrastructure
Professional Services
Consumer Goods
Industrial
Legal
Finance
Corporate Secretariat
Compliance
Investment
Risk Management
Corporate Development
Treasury
Board Secretariat
Investor Relations
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Director
Legal Counsel
Corporate Lawyer
Finance Director
Investment Manager
Compliance Officer
Board Director
Company Secretary
Private Equity Partner
Venture Capital Partner
Corporate Finance Manager
Risk Manager
Investment Analyst
Financial Controller
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