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Preference Share Agreement
"I need a Preference Share Agreement for my New Zealand technology company to issue cumulative preference shares to a venture capital investor, with an 8% annual dividend rate, redemption rights after March 2025, and basic anti-dilution protection."
1. Parties: Identifies the company issuing the preference shares and the preference shareholder(s)
2. Background: Sets out the context and purpose of the preference share issuance
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Subscription and Issue: Details the number of preference shares, issue price, and subscription process
5. Dividend Rights: Specifies dividend rate, payment dates, cumulative/non-cumulative nature, and dividend priority
6. Voting Rights: Outlines voting rights attached to the preference shares
7. Capital Rights: Describes rights on return of capital and winding up
8. Redemption: Sets out redemption terms, timing, and price
9. Transfer Restrictions: Specifies any limitations on transferring the preference shares
10. Amendments and Variations: Process for changing preference share terms
11. Notices: Communication requirements between parties
12. General Provisions: Standard boilerplate clauses including governing law, dispute resolution
13. Execution: Formal signing section
1. Conversion Rights: Include when preference shares can be converted to ordinary shares
2. Anti-dilution Provisions: Include when protecting preference shareholders from dilution is required
3. Board Appointment Rights: Include when preference shareholders have rights to appoint directors
4. Information Rights: Include when preference shareholders have special information access rights
5. Pre-emptive Rights: Include when preference shareholders have rights to participate in future share issues
6. Tag-Along Rights: Include when preference shareholders have co-sale rights
7. Drag-Along Rights: Include when majority shareholders can force minorities to join in a sale
8. Exit Rights: Include when specific provisions govern company sale or IPO scenarios
1. Schedule 1 - Preference Share Certificate: Form of share certificate to be issued
2. Schedule 2 - Subscription Details: Detailed information about share numbers, price, and payment terms
3. Schedule 3 - Company Constitution Amendments: Any required amendments to the company constitution
4. Schedule 4 - Dividend Calculation Formula: Detailed methodology for calculating dividends
5. Schedule 5 - Conversion Mechanics: If applicable, detailed process for share conversion
6. Schedule 6 - Pre-completion Conditions: Conditions that must be met before shares are issued
7. Appendix A - Shareholders' Resolution: Board and shareholder resolutions approving the preference share issue
8. Appendix B - Disclosure Material: Key company information provided to preference shareholders
Authors
Financial Services
Investment Banking
Private Equity
Venture Capital
Technology
Real Estate
Infrastructure
Manufacturing
Healthcare
Renewable Energy
Mining and Resources
Agriculture
Retail
Legal
Finance
Corporate Development
Treasury
Compliance
Risk Management
Board of Directors
Company Secretariat
Investment
Corporate Finance
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
Investment Manager
Finance Director
Company Secretary
Board Director
Investment Banker
Private Equity Manager
Venture Capital Manager
Corporate Finance Manager
Financial Controller
Legal Counsel
Compliance Officer
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