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Preference Shares Agreement
"I need a Preference Shares Agreement for my Malaysian technology startup to issue cumulative preference shares to three venture capital investors, with an 8% fixed dividend rate and priority in capital distribution during liquidation."
1. Parties: Identification of the company issuing the preference shares and the preference shareholders
2. Background: Context of the preference share issuance, including company information and purpose of the issuance
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Preference Share Terms: Core terms including nominal value, dividend rights, and voting rights
5. Dividend Rights and Payments: Detailed provisions regarding dividend rates, payment terms, and conditions
6. Capital Rights: Rights in relation to capital distribution and ranking in case of liquidation
7. Voting Rights: Scope and limitations of voting rights attached to the preference shares
8. Transfer Restrictions: Limitations and procedures for transferring preference shares
9. Representations and Warranties: Standard representations and warranties from both company and shareholders
10. Covenants: Ongoing obligations of the company and shareholders
11. Events of Default: Circumstances constituting default and consequential rights
12. Notices: Process for giving notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendments
1. Conversion Rights: Terms for converting preference shares to ordinary shares, included when shares are convertible
2. Redemption Mechanism: Procedures for share redemption, included for redeemable preference shares
3. Anti-dilution Provisions: Protections against dilution of shareholding, included for sophisticated investors
4. Tag-Along Rights: Rights to join in sale of shares, included when requested by major investors
5. Drag-Along Rights: Rights to force minority shareholders to join in sale, included for majority protection
6. Information Rights: Special information access rights, included for significant investors
7. Board Appointment Rights: Rights to appoint directors, included for strategic investors
1. Share Certificate Specimen: Template of the preference share certificate
2. Subscription Details: Details of share allocation, pricing, and payment terms
3. Dividend Calculation Formula: Detailed methodology for calculating preference share dividends
4. Company Information: Key corporate information including capital structure and existing shares
5. Shareholder Information: Details of preference shareholders and their holdings
6. Transfer Procedures: Detailed procedures and forms for share transfers
7. Required Regulatory Approvals: List of necessary regulatory approvals and compliance requirements
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Energy
Infrastructure
Telecommunications
E-commerce
Retail
Biotechnology
Agriculture
Mining
Transportation
Education
Legal
Finance
Corporate Secretarial
Compliance
Treasury
Investment
Risk Management
Corporate Development
Board of Directors
Executive Management
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Investment Manager
Company Secretary
Corporate Finance Director
Investment Banker
Legal Counsel
Finance Director
Compliance Officer
Board Director
Private Equity Manager
Venture Capital Manager
Risk Manager
Treasury Manager
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