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Preferred Equity Agreement
"I need a Preferred Equity Agreement for a Belgian technology startup raising 鈧5 million from venture capital investors, with 1x liquidation preference, anti-dilution protection, and board representation rights for the lead investor who will take a 25% stake."
1. Parties: Identification of the Company, the Preferred Equity Investors, and any other relevant parties
2. Background: Context of the preferred equity investment and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Subscription and Issuance: Terms of the preferred equity subscription, including number of shares, price, and payment terms
5. Preferred Rights: Detailed rights attached to preferred shares including dividend rights, liquidation preferences, and conversion rights
6. Anti-dilution Protection: Provisions protecting preferred shareholders from dilution through subsequent share issuances
7. Transfer Restrictions: Limitations on the transfer of preferred shares and related procedures
8. Corporate Governance: Board representation rights and voting rights of preferred shareholders
9. Information Rights: Rights of preferred shareholders to receive financial and other company information
10. Exit Rights: Provisions regarding company sale, IPO, or other exit events
11. Representations and Warranties: Company's representations and warranties to the preferred shareholders
12. Covenants: Ongoing obligations of the company and other parties
13. Events of Default: Circumstances constituting default and consequent remedies
14. Miscellaneous: Standard legal provisions including notices, amendments, governing law, and jurisdiction
1. Tag-Along Rights: Include when minority shareholder protection is required, giving preferred shareholders the right to join in sales by majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the ability to force minority shareholders to join in a company sale
3. Pre-emptive Rights: Include when preferred shareholders should have priority rights to participate in future funding rounds
4. Registration Rights: Include when there's potential for future IPO, giving preferred shareholders rights to register their shares
5. Employee Stock Options: Include when the company has or plans to implement an employee stock option plan
6. Strategic Investor Rights: Include for strategic investors requiring specific commercial or operational rights
7. Tax Provisions: Include detailed tax provisions when complex tax structures or international investors are involved
8. Compliance with Specific Regulations: Include when deal involves regulated industries or specific regulatory requirements
1. Capitalization Table: Current and post-investment share capital structure
2. Subscription Details: Detailed breakdown of preferred shares being subscribed, including price calculations
3. Corporate Documents: Copies of relevant corporate authorizations and resolutions
4. Form of Shareholders' Resolution: Template for shareholder approval of preferred share issuance
5. Articles of Association Amendments: Required changes to company's articles to accommodate preferred shares
6. Financial Statements: Recent financial statements and projections
7. Management Accounts: Current management accounts and financial information
8. Disclosure Schedule: Exceptions to representations and warranties
9. Form of Share Certificate: Template for preferred share certificates
10. List of Key Employees: Details of key management and employees
Authors
Technology and Software
Biotechnology
Real Estate
Manufacturing
Renewable Energy
Financial Services
Healthcare
E-commerce
Telecommunications
Infrastructure
Life Sciences
Clean Technology
Legal
Finance
Corporate Development
Executive Management
Investment
Compliance
Treasury
Corporate Secretariat
Tax
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Private Equity Director
Venture Capital Partner
Corporate Secretary
Financial Controller
Board Member
Investment Banker
Legal Counsel
Managing Director
Finance Director
Compliance Officer
Corporate Development Manager
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