The Preference Share Subscription Agreement is a vital legal document used when a company wishes to issue preference shares to investors under Canadian law. It is commonly employed in capital raising scenarios where investors seek preferential rights over common shareholders, such as priority dividend payments or enhanced voting rights. This document is essential for both private and public companies across Canada seeking to structure sophisticated investment arrangements. The agreement must comply with the Canada Business Corporations Act and relevant provincial securities legislation, making it particularly important to address regulatory requirements and investor protection measures. The document typically includes comprehensive details about the share terms, subscription process, representations and warranties, and various protective provisions for both the issuing company and the investors.
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1. Parties: Identification of the issuing company and the subscriber(s)
2. Background: Context of the share issuance, including company's authorized capital and purpose of the preference share issuance
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription for Preference Shares: Details of the subscription including number of shares, price per share, and total subscription amount
5. Preference Share Rights: Detailed rights attached to the preference shares including dividend rights, voting rights, liquidation preferences, and conversion rights
6. Payment and Closing: Terms of payment, closing mechanics, and delivery of share certificates
7. Representations and Warranties of the Company: Company's confirmations regarding its authority, share capital, and business condition
8. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding investment capacity, understanding of risks, and compliance with securities laws
9. Covenants: Ongoing obligations of the parties
10. Conditions Precedent: Conditions that must be satisfied before closing
11. Termination: Circumstances under which the agreement can be terminated
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate provisions including governing law, amendments, and assignment
1. Anti-dilution Protection: Provisions protecting preference shareholders from dilution in certain circumstances
2. Tag-Along Rights: Right of preference shareholders to join in sale of shares by other shareholders
3. Drag-Along Rights: Right to force preference shareholders to join in sale of company
4. Pre-emptive Rights: Right of first refusal on future share issuances
5. Board Representation: Rights of preference shareholders to appoint directors
6. Information Rights: Special rights to receive company information
7. Registration Rights: Rights related to registration of shares for public trading (relevant for planned IPOs)
8. Foreign Investment Provisions: Special provisions required for foreign investors under Investment Canada Act
1. Schedule A - Share Terms: Detailed terms and conditions attached to the preference shares
2. Schedule B - Form of Directors' Resolution: Form of resolution approving the share issuance
3. Schedule C - Disclosure Schedule: Exceptions to company representations and warranties
4. Schedule D - Form of Share Certificate: Form of certificate representing the preference shares
5. Schedule E - Subscription Form: Form to be completed by subscriber with investment details
6. Schedule F - Accredited Investor Certificate: Certification of subscriber's status as accredited investor
7. Schedule G - Corporate Documents: Copies of relevant corporate documents including articles and bylaws
8. Schedule H - Shareholders' Agreement: Form of shareholders' agreement if required to be signed at closing
Relevant legal definitions
Clauses
Subscription
Payment Terms
Share Rights
Dividend Rights
Voting Rights
Liquidation Preference
Conversion Rights
Anti-dilution
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Information Rights
Board Representation
Representations and Warranties
Conditions Precedent
Covenants
Closing Mechanics
Share Certificates
Confidentiality
Non-Competition
Assignment
Termination
Default
Remedies
Force Majeure
Notices
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Costs
Further Assurance
Counterparts
Payment Terms
Share Rights
Dividend Rights
Voting Rights
Liquidation Preference
Conversion Rights
Anti-dilution
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Information Rights
Board Representation
Representations and Warranties
Conditions Precedent
Covenants
Closing Mechanics
Share Certificates
Confidentiality
Non-Competition
Assignment
Termination
Default
Remedies
Force Majeure
Notices
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Costs
Further Assurance
Counterparts
Relevant Industries
Financial Services
Technology
Real Estate
Infrastructure
Manufacturing
Energy
Mining
Healthcare
Telecommunications
Private Equity
Venture Capital
Professional Services
Biotechnology
Clean Technology
Relevant Teams
Legal
Finance
Corporate Development
Treasury
Compliance
Corporate Secretariat
Investment
Board of Directors
Executive Leadership
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Investment Manager
Company Secretary
Finance Director
Private Equity Manager
Venture Capital Partner
Investment Banker
Corporate Development Manager
Legal Counsel
Compliance Officer
Board Director
Investment Analyst
Treasury Manager
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