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Preference Share Agreement
"Need a Hong Kong law Preference Share Agreement for a Series A investment of HKD 10 million, with 8% cumulative dividend rights, anti-dilution protection, and board appointment rights for a technology startup, to be completed by March 2025."
1. Parties: Identification of the company issuing the preference shares and the preference shareholder(s)
2. Background: Context of the preference share issuance, including company status and purpose of the preference share creation
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the document
4. Subscription and Issue: Details of the preference share subscription, including number of shares, price, and payment terms
5. Preference Share Rights: Core economic rights including dividend preferences, capital return preferences, and conversion rights
6. Voting Rights: Scope and limitations of voting rights attached to the preference shares
7. Transfer Restrictions: Limitations and conditions on the transfer of preference shares
8. Company Covenants: Ongoing obligations of the company to protect preference shareholders' interests
9. Redemption Rights: Terms and conditions for redemption of preference shares
10. Events of Default: Circumstances constituting default and consequences thereof
11. Representations and Warranties: Key statements of fact and assurances from both parties
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Anti-Dilution Protection: Provisions protecting preference shareholders from dilution in case of new share issuances
2. Conversion Rights: Terms for converting preference shares to ordinary shares, if applicable
3. Tag-Along Rights: Right of preference shareholders to join in sale of shares by majority shareholders
4. Drag-Along Rights: Right of majority shareholders to force preference shareholders to join in a sale
5. Information Rights: Special rights to receive company information and financial reports
6. Board Representation: Rights to appoint directors or observers to the board
7. Liquidation Preference: Special rights in case of company liquidation or winding up
8. Protective Provisions: Specific matters requiring preference shareholder approval
1. Schedule 1 - Share Certificate Form: Template for the preference share certificate
2. Schedule 2 - Subscription Details: Detailed information about the preference shares including price, number, and class
3. Schedule 3 - Company Information: Key corporate details including share capital structure and existing shareholders
4. Schedule 4 - Warranties: Detailed list of company warranties
5. Schedule 5 - Calculation of Dividends: Formula and examples for calculating preference share dividends
6. Schedule 6 - Deed of Adherence: Template for new shareholders to agree to the terms of the agreement
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
Technology
Real Estate
Manufacturing
Healthcare
Private Equity
Venture Capital
Professional Services
Retail
Infrastructure
Telecommunications
Energy
E-commerce
Biotechnology
Construction
Legal
Finance
Corporate Development
Investment
Compliance
Board of Directors
Executive Management
Company Secretarial
Risk Management
Treasury
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Investment Manager
Company Secretary
Legal Counsel
Finance Director
Investment Banker
Private Equity Manager
Venture Capital Associate
Corporate Finance Manager
Board Director
Compliance Officer
Financial Controller
Managing Director
Investment Director
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