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Preference Share Subscription Agreement Template for Netherlands

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Key Requirements PROMPT example:

Preference Share Subscription Agreement

"Need a Preference Share Subscription Agreement for our Dutch tech startup to issue Series A preference shares worth €5 million to two venture capital firms, with a 1x liquidation preference and anti-dilution protection, to be completed by March 2025."

Document background
The Preference Share Subscription Agreement is a crucial document used when a company seeks to issue preference shares to investors under Dutch law. This agreement is commonly utilized in financing rounds, corporate restructurings, or strategic investments where investors require preferential rights over ordinary shareholders. The document must comply with specific requirements of Dutch corporate law, including mandatory notarial involvement for share issuance. It typically includes detailed provisions about the nature of the preference shares, subscription terms, conditions precedent, completion mechanics, and various rights attached to the shares such as dividend preferences and voting rights. The agreement is particularly important for Dutch companies seeking structured financing while maintaining existing control structures, as preference shares often offer a balance between investment returns and limited corporate governance rights.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber(s)

2. Background: Context of the transaction, including corporate approvals and purpose of the preference share issuance

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Subscription and Issue: Core terms of the subscription, including number of shares, price, and payment terms

5. Preference Share Rights: Detailed description of the rights attached to the preference shares, including dividend rights, voting rights, and liquidation preferences

6. Conditions Precedent: Conditions that must be satisfied before the subscription and issuance can complete

7. Completion: Process and requirements for completing the subscription, including timing and delivery of documents

8. Company Warranties: Representations and warranties given by the company regarding its status, authority, and the shares

9. Subscriber Warranties: Representations and warranties given by the subscriber regarding authority, capacity, and funding

10. Covenants: Ongoing obligations of the parties post-completion

11. Confidentiality: Provisions regarding the confidential treatment of the agreement and related information

12. Notices: Process and requirements for formal communications between parties

13. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability

14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

Optional Sections

1. Anti-dilution Protection: Provisions protecting preference shareholders from dilution, used when specifically negotiated

2. Tag-Along Rights: Rights of preference shareholders to join in sales by other shareholders, included when part of the commercial agreement

3. Drag-Along Rights: Rights to force preference shareholders to join in sales, included when required by major shareholders

4. Conversion Rights: Terms for converting preference shares to ordinary shares, if conversion rights are granted

5. Pre-emptive Rights: Rights of first refusal on future share issuances, if specifically agreed

6. Board Appointment Rights: Rights to appoint directors, if granted to preference shareholders

7. Information Rights: Special information rights for preference shareholders, if agreed

8. Exit Rights: Specific provisions regarding exits or IPOs, if relevant to the transaction

Suggested Schedules

1. Share Certificate: Form of share certificate to be issued

2. Subscription Details: Detailed breakdown of shares, subscribers, and subscription amounts

3. Articles of Association: Current or amended articles of association reflecting the preference shares

4. Shareholders' Resolution: Resolution approving the issuance of preference shares

5. Board Resolution: Board resolution approving the preference share issuance

6. Preference Share Terms: Detailed terms and conditions of the preference shares

7. Disclosure Letter: Exceptions and qualifications to the warranties

8. Form of Deed of Issue: Form of notarial deed required under Dutch law for share issuance

9. KYC Requirements: List of required know-your-customer documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions








































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Relevant Industries

Technology

Financial Services

Private Equity

Venture Capital

Real Estate

Manufacturing

Healthcare

Energy

Infrastructure

Telecommunications

Professional Services

Retail

E-commerce

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Treasury

Executive Management

Board of Directors

Company Secretariat

Investment

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Private Equity Director

Venture Capital Partner

Corporate Secretary

Financial Director

Investment Banker

Legal Counsel

Compliance Officer

Corporate Development Manager

M&A Director

Board Member

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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