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Preference Shares Agreement
"I need a Preference Shares Agreement for our Dutch tech startup to issue Series A preference shares to venture capital investors, with a planned closing date of March 15, 2025, including standard anti-dilution protection and a 1x liquidation preference."
1. Parties: Identification of the company issuing the preference shares and the preference shareholders
2. Background: Context of the preference share issuance and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Issuance of Preference Shares: Terms and conditions of the preference share issuance, including number of shares and issue price
5. Preference Share Rights: Detailed description of preferential rights, including dividend rights, voting rights, and liquidation preferences
6. Dividend Provisions: Specific terms regarding dividend calculations, payment timing, and cumulative/non-cumulative nature
7. Conversion Rights: Terms and conditions under which preference shares may be converted to ordinary shares
8. Transfer Restrictions: Limitations and conditions on the transfer of preference shares
9. Corporate Governance: Voting rights and any special governance rights attached to preference shares
10. Redemption Rights: Terms and conditions under which the company may redeem the preference shares
11. Representations and Warranties: Statements of fact and assurances from both the company and the shareholders
12. Notices: Procedures for formal communications between parties
13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Anti-dilution Protection: Protection mechanisms for preference shareholders against dilution of their shareholding, included when specifically negotiated
2. Tag-along Rights: Rights of preference shareholders to join in sale of shares by other shareholders, included in cases with multiple major shareholders
3. Drag-along Rights: Rights to force preference shareholders to join in sale of the company, included when requested by major shareholders
4. Pre-emptive Rights: Rights of first refusal on new share issuances, included when specifically negotiated
5. Information Rights: Special information and inspection rights for preference shareholders, included for significant investors
6. Registration Rights: Rights related to registration of shares for public trading, included if IPO is contemplated
7. Board Representation: Rights to appoint board members, included for significant preference shareholders
8. Exit Rights: Specific provisions regarding company sale or IPO, included when exit strategy is crucial
1. Share Certificate Template: Form of share certificate for the preference shares
2. Calculation of Dividend Rights: Detailed methodology and examples of dividend calculations
3. Articles of Association Amendments: Required amendments to the company's articles to accommodate the preference shares
4. Shareholders' Register Update: Template for updating the shareholders' register
5. Conversion Notice: Form of notice for converting preference shares to ordinary shares
6. Redemption Notice: Form of notice for share redemption
7. Transfer Notice: Form of notice for transfer of preference shares
8. Deed of Adherence: Template for new shareholders to become bound by the agreement
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Energy
Infrastructure
Telecommunications
Professional Services
Consumer Goods
Private Equity
Venture Capital
Biotechnology
Renewable Energy
Legal
Finance
Corporate Development
Treasury
Investor Relations
Compliance
Corporate Secretariat
Board Secretariat
Investment
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Director
Legal Counsel
Finance Director
Corporate Lawyer
Investment Manager
Board Member
Compliance Officer
Corporate Development Manager
Treasury Manager
Investor Relations Manager
Company Secretary
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