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Preference Shares Agreement
"I need a Preference Shares Agreement for my Philippine technology startup to issue cumulative preference shares to three venture capital investors, with an 8% fixed dividend rate and mandatory conversion rights after 5 years."
1. Parties: Identification of the Company issuing the preference shares and the Subscriber(s)
2. Background: Context of the preference shares issuance, including corporate approvals obtained and capital structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription of Preference Shares: Details of the preference shares being subscribed to, including number, class, and price
5. Preference Share Rights: Core rights attached to the preference shares, including dividend rights, voting rights, and ranking
6. Dividend Provisions: Detailed terms regarding dividend rates, payment dates, cumulative/non-cumulative nature, and dividend restrictions
7. Redemption and Conversion: Terms and conditions for redemption and/or conversion of preference shares, if applicable
8. Transfer Restrictions: Limitations and conditions on the transfer of preference shares
9. Representations and Warranties: Standard representations by both the Company and the Subscriber(s)
10. Covenants: Ongoing obligations of the Company and protective provisions for preference shareholders
11. Events of Default: Circumstances constituting default and consequent rights of preference shareholders
12. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Anti-Dilution Protection: Include when preference shareholders are to be protected against dilution from future share issuances
2. Tag-Along Rights: Include when preference shareholders are to have the right to join in sales by major shareholders
3. Drag-Along Rights: Include when majority shareholders need the ability to force preference shareholders to join in a sale
4. Information Rights: Include when preference shareholders are to receive specific financial or operational information beyond statutory requirements
5. Board Representation: Include when preference shareholders are to have the right to nominate directors
6. Liquidation Preference: Include detailed provisions when preference shareholders are to have priority in liquidation beyond standard preference share rights
1. Schedule 1 - Share Certificate Form: Form of share certificate for the preference shares
2. Schedule 2 - Capitalization Table: Current and post-issuance capital structure of the Company
3. Schedule 3 - Corporate Authorizations: Copies of board and shareholder resolutions approving the preference share issuance
4. Schedule 4 - Dividend Calculation Examples: Illustrative examples of dividend calculations and adjustments
5. Schedule 5 - Transfer Notice Form: Form of notice for transfer of preference shares
6. Appendix A - Articles of Incorporation: Copy of the Company's Articles of Incorporation showing authorized preference shares
7. Appendix B - SEC Approvals: Relevant SEC approvals or confirmations for the preference share issuance
Authors
Articles of Incorporation
Board
Business Day
By-laws
Class Rights
Completion
Completion Date
Conversion Date
Conversion Price
Conversion Rights
Cumulative Dividends
Default Event
Directors
Dividend Payment Date
Dividend Period
Dividend Rate
Encumbrance
Equity Securities
Fixed Dividend
Fully Diluted Basis
Issue Date
Issue Price
Liquidation Event
Liquidation Preference
Material Adverse Change
Ordinary Shares
Par Value
Participating Dividend
Preference Shares
Preferred Dividend
Redemption Date
Redemption Notice
Redemption Price
Related Party
Relevant Securities
SEC
Securities
Shareholders Agreement
Subscription Price
Subsidiary
Tag-Along Rights
Transfer
Transferee
Voting Rights
Share Capital
Dividend Rights
Voting Rights
Redemption Rights
Conversion Rights
Transfer Restrictions
Pre-emptive Rights
Anti-dilution
Tag-Along Rights
Drag-Along Rights
Board Representation
Information Rights
Representations and Warranties
Covenants
Events of Default
Liquidation Preference
Ranking
Amendment Rights
Confidentiality
Notices
Assignment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Termination
Costs and Expenses
Further Assurance
Banking & Financial Services
Real Estate
Infrastructure
Manufacturing
Energy & Utilities
Telecommunications
Mining
Technology
Retail
Healthcare
Legal
Finance
Corporate Secretarial
Compliance
Treasury
Investment Relations
Corporate Governance
Risk Management
Corporate Strategy
Board Secretariat
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Investment Manager
Corporate Finance Manager
Compliance Officer
Board Director
Investment Banker
Financial Controller
Treasury Manager
Risk Manager
Company Secretary
Corporate Governance Officer
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